Ben 10 and the Alternate Reality: Part 2
by Worker of Secrets
Summary: Ben, Kevin and Gwen are now living with Charmcaster in the other dimension, and are hoping to settle down, but trouble never sleeps. New threats arise as enemies, old and new alike, begin to rise out of the darkness.
1. Chapter 1

**A/N: So, I am going to go ahead and do this. Even though I have only a few supporters. The plan currently is to do the back-to-back sequels and the Charmcaster prequel concurrently-basically, I'll do two chapters from this (and the third when I get to it) and then I'll do one chapter from Charmcaster's story (which *is* going to be rated M). Updates will probably be slow at first, but I do want to get this stuff finished so I can move onto some other fanfic categories. **

**So without further ado, let's begin Ben 10 and the Alternate Reality Part 2. **

**Chapter 1**

Kevin and Gwen continued to watch the milling people around the crater where the remains of Vilgax and his ship lay. "You think Ben and Charmcaster are getting busy right now?" Kevin smirked, to which Gwen elbowed him. Then suddenly she raised her eyebrows as she thought of something that had escaped their notice earlier. "Where's Julie's body?" she asked, unable to find it.

Kevin realized Gwen was right: it had completely disappeared. Even the robotic fluids that she had spilled onto the ground were gone as well. "What the heck?" he muttered, going over to the spot in a pile of rubble where she should have been. "Where could she have gone?" Gwen asked, "And who could have done such a good job of cleaning up the mess?" "Maybe..." Kevin thought for a moment as he remembered Julie's dying words. _"Find the Plumbers...find them...they do still exist." _

"She mentioned the Plumbers before she died," Kevin informed Gwen, "Oh yeah, and she mentioned that before too that she believed they were the ones who saved her and made her a cyborg in the first place." "She thinks the *Plumbers* did that?" Gwen asked in shock. "Remember, anything's possible here," Kevin reminded her.

"Well," Gwen sighed, "I guess we'd better go find Ben and Charmcaster. If there is still a threat to this Bellwood remaining, then we need to eliminate it before..."

It was at that point that a loud gunshot rang out.

"Before something like that happens?" Kevin asked. "Exactly," Gwen muttered, looking in the direction where the gunshot had come from-Vilgax's ship. There was a shadowy figure standing on top of it, holding a gun. They couldn't make him out yet, but he was clearly trying to assume an authority position.

It was then that they noticed that several more figures-all masked-were flooding into the area, all wearing masks and carrying guns. And were randomly gunning down citizens. "Heads up, Gwen," Kevin warned her as one of the masked men ran towards them and fired his gun at them. Gwen quickly shielded them with her mana. The masked man looked startled, then he pulled out a radio and shouted into it, "Hey, I've got a couple weird ones over here!" Then a few more of the men approached them. Kevin immediately put his hand on the concrete and absorbed it, and yelled, "You try to touch us, you're dead!"

"SHUT UP!" one of the figures yelled, "You're not in control anymore!" "Who said we ever were in control...?" Gwen asked in confusion, but then one of the figures tried to smash her head with his gun to silence her. Gwen sent him flying with a blast of mana, and then put up a shield over them so that the men couldn't do anything.

"Now what?" Kevin asked. "Let's wait and see what this guy wants," Gwen suggested, gesturing over to the apparent leader figure who was standing on top of Vilgax's ship, who was firing a couple more gunshots into the air as the screaming people started to silence-whether by will, or whether it was due to being shot by one of the other men.

The leader figure took another step forward, and proclaimed, "People of Bellwood! My name is Joseph von Nelson. You may already know me if your memory serves you well. You might not. But honestly, I don't give a damn. Because you'll all know me by the day's end. I am taking over this city with the help of my men. You may know us as the Society Of Silence, and you may know me as Lord Nelson.

"Now, where are the ones who defeated that space crustacean for me?" he asked, and then one of his men next to Gwen and Kevin yelled, "Oh, you mean these guys? Yeah, this one's got some weird magic or something..." "That's them!" Nelson exclaimed, and then he proclaimed to them, "Put down your shields, you two. My men will not harm you."

Gwen cautiously lowered her shield, and the two approached in the general direction of Nelson. "What do you want?" Gwen asked pointedly. "A little attitude," Nelson smirked, "I like that. Well, I think you already know what I *want*-control of this city. It's time for control come back into our hands. Probably wouldn't have happened without you and your friends, wherever they are now. I'm offering you people a position in my group. Do you accept?"

"What happens if we don't?" Kevin asked warily. Nelson's gaze hardened, and he replied, "Then we will treat you as we would any enemy. Or rather, as we would any enemy with supernatural powers." "What do you have to offer this city that will make it a better place?" "This isn't about the good of the citizens," Nelson snarled, "This is about the good of *US.* This is about control. You join us, you get a good life filled with riches and your desires filled. You don't, your life-what remains of it-is likely to be pretty damn miserable."

"It's your life that's about to become damn miserable," Gwen retorted, "Because we aren't supporting someone who doesn't hold the lives of his people as important." "Too bad," Nelson replied, "I guess that means we'll have to kill you. Men?"

Gwen put up her shields quickly, and it was a good thing she did because the masked men were already firing on them. "Crap," Gwen spat, "Now what?" "Oh my goodness Gwen, you're a freaking ANODITE!" Kevin yelled at her. "Oh, right!" Gwen slapped herself for her stupidity, and then yelled, _"Exieis!" _which was a teleportation spell which sent them to Ben's house.

"So," Nelson muttered to himself thoughtfully, "This group really does have supernatural powers. Men, I want our main efforts to be focused on finding these people and putting an end to them. It's best to eliminate a threat before it truly becomes one."


	2. Chapter 2

**Chapter 2**

Kevin and Gwen teleported right into the house, where they were immediately met with a surprised yelp. They turned around and looked over to a couch, where Ben and Charmcaster were both laying on the couch, entangled with each other. They were still dressed, but Gwen had noticed Ben's hand moving away from her backside.

"Man, some things...once you see them, you can't unsee them," Kevin declared, while Gwen asked, "You guys seriously couldn't have gotten a room? For real?"

"Well, we didn't expect you to get back this quick," a flustered Ben explained. Gwen just rolled her eyes. "Well, there *is* a reason for our sudden appearance," Kevin admitted, and Gwen realized she had almost forgotten for a second about their encounter with Nelson. "Um..." Gwen began, "I guess the saying 'cut one head off, two more shall take its place' really is true."

"What do you mean?" Ben asked. "Well, with Vilgax gone, somebody decided to not waste his time," Kevin replied, "Some group of wackjob gangsters just decided to take over." Charmcaster immediately sat up, her attention now fully taken by this news. "Who was it?" She demanded, "Did you get a name?"

"Some guy named Nelson," Gwen replied, "Might be part-German or something, cause he had 'von' in his name." Charmcaster gasped, and Kevin asked, "What? You crossed paths before or something?" "Yes, we have," Charmcaster replied, "And he's nothing but trouble." "Wait, how would you know a wackjob like that?" Kevin asked curiously.

Charmcaster glared at him again, and muttered in a low voice, "I used to be in the custody one of those gangs." "I think Kevin's the only one who didn't know that," Gwen replied, and while Kevin spluttered, "Why doesn't anyone tell me anything?!" Charmcaster asked Gwen in shock, "How did you know? I only told Ben." "I found out from my grandmother," Gwen replied simply, "She knows a lot." Charmcaster nodded, still looking a little confused.

"So, why don't you tell us what you know about this guy?" Gwen asked, "That might help us a lot when preparing for our next move." Charmcaster nodded, looking a bit taken aback.

"He calls his group the Society of Silence," Charmcaster began, "Back before Vilgax showed up, there wasn't any government-it was a state of anarchy, pretty much. The group I was with was called the Brotherhood-we made an alliance with them at one point, so I got to know Nelson firsthand. He killed his own leader at one time so he could replace him."

"So why would anyone follow him if he killed their leader?" Ben asked, confused. "Because those people would follow whoever was the alpha dog, if you will-whoever displayed the most power," Charmcaster explained, "For you, that may seem rather backward. I know what it used to be like in this world. Freedom. Respect. Not much of that exists anymore."

"What the heck happened to this world?" Ben asked. Charmcaster sighed, and replied, "That's an even longer story for another time. I'm sure you guys are more interested in finding out more about Nelson."

"Nelson is a ruthless son-of-a-bitch," Charmcaster spat out, looking angry, "His alliance is with no one except with those who respect him enough to follow him. And he cares nothing for them. All he wants is power and to do what he wants with it. And here's the facts-during Vilgax's reign, most of the other gangs died out. For example, the Brotherhood is long gone. I guess the Society of Silence decided to start living up to their name, and they hid out. I didn't know they were still around, but I guess I shouldn't be too surprised."

"He offered the four of us a position in his group," Gwen informed her, "Which we declined. That's when they started shooting at us. And that's when we teleported here." "So you've already pissed him off," Charmcaster groaned, "And if he's taken control, that means he'll probably be on the lookout for us. That really does not help us much."

"Come on!" Ben shouted in a boastful manner, "We just defeated an invincible warlord. What's this guy gonna do to us?" "Vilgax was just one guy," Charmcaster replied, and was interrupted by Kevin, "Plus Psyphon." "Plus that guy," Charmcaster muttered, obviously remembering about how she had literally torn his head off. She continued, "The thing that makes Nelson more dangerous is that he has numbers. And he's ambitious and smarter, and less cocky than Vilgax was. He's not going to take us lightly."

"And we did lose somebody in our war with Vilgax," Kevin commented, "Which does leave our numbers at just four right now. That doesn't help our case against an army of guys wearing gas masks."

"Speaking of losing somebody," Gwen changed the subject, "Ben, you do think that Julie's... um... body still would've been there where it was, right?" "Yes, it should've been," Ben replied. "It wasn't," Gwen replied, "She was gone. And so was the robotic fluids that had spilled out from her wound. It's all been cleaned up. Don't know by whom for sure, but we do have a theory that maybe Julie's suggestion that she got fixed up by the Plumbers actually was true and they cleaned up the mess."

"That can't be right," Ben replied, confused, "If the Plumbers do still exist, then why didn't they come down and do anything to help us?" "Yeah, that doesn't add up at all," Kevin growled, "So it can't possibly be the Plumbers. We do know that this particular Julie was a little bit crazy, so that adds up." "Then who the heck took the time to clear her remains up," Gwen pondered, "But didn't clean up Vilgax or Psyphon's?"

"Didn't take long for things to start heating up again once we got back," Kevin commented. "Speaking of which," Charmcaster decided to break in, "Ben, you never did tell me how you got back here." Ben's face almost lost its color as he replied, "Umm... that's kind of a complicated story." "Long story short, we couldn't go back," Gwen added quickly, clearly not wanting to dwell on the subject either. Charmcaster looked at the three of them, who all appeared rather shaken when she had brought up this subject, and shrugged before replying, "Well, I guess you'll have to tell me another time when it's not as tough a subject."

"I'd much rather develop a plan for kicking some gangster butt," Kevin replied, grinding his fists together. "An excellent suggestion," Ben agreed.

"Wait, you don't wanna bring the fight to them already, do you?" Charmcaster asked anxiously, but the three of them looked pretty determined. Charmcaster sighed, and muttered to herself, "You guys are gonna be the death of me."

**A/N: Charmcaster's prequel is going to start up in a few days. Like I said, I'll do two consecutive chapters of these two sequels and then a chapter from the prequel. All are targeted to have about 24-25 chapters on purpose, because much of Charmcaster's prequel is gonna shed some extra light on what will be going on in these two sequels. It is highly advised you read it-even though it will be rated M (there'll be warnings so that a couple of the rougher scenes can be skipped)-especially since we're going to find out more about Charmcaster's past here. She told Ben basically a fourth of what all happened to her. And again, much of it will end up coinciding with the two sequels to some degree-help make this universe/dimension/reality make a little more sense. **


	3. Chapter 3

**Chapter 3 **

"This is either madness or brilliance," Charmcaster muttered to herself. "It's remarkable how often those two traits coincide," Kevin replied, and Gwen added, "Especially where we're concerned."

Since Charmcaster had no clue where Nelson and his 'Society of Silence' kept residence, they'd decided they had pretty much one choice if they wanted to bring the battle to them on their own terms, and that was to follow them back to their lair. They'd gone out right away, hoping that the SOS was still hanging around the general area. As a matter of fact, they were-in fact, as they moved along the city, they noticed a rather large patrol of about 15 soldiers walking by, and then making a turn into an alley between two buildings. They watched as they disappeared into the alley almost like shadows, and quickly followed them, making sure that there weren't any others around.

"Never thought I'd come back here," Charmcaster shuddered, clearly thinking of unwelcome memories. "Well, we certainly didn't expect anything like this to happen, did we?" Ben replied, and Gwen silenced them with a "Shhh! You want to bring the entire group down upon us?!"

Apparently, no one had heard their exchange. They kept on going towards the end of the alley, which opened up into a clearer space with more entrances to alleyways. They'd reached the clearing just in time to see the patrol of SOS soldiers disappearing into another alley-tight enough that they'd begun to go into single file.

Gwen and Charmcaster now both looked nervous, but Ben and Kevin kept pressing on, while the girls followed behind them closely, trying to keep quiet so as to not be heard or seen.

Eventually, they followed them to the end of the narrower alleyway, where they saw a couple of them disappearing into some huts of sorts, which looked like run-down houses. It almost looked like a tiny ghost town/settlement within a city. "You do realize we're kind of in the belly of the beast now?" Charmcaster warned them nervously. "Excellent," Kevin clenched his fists, "That's exactly what we were hoping for." "We?" Charmcaster muttered in a lower voice to herself.

"Okay, this must be it," Kevin declared, seeing as the patrolmen had all disappeared into the huts, "Let's start kicking some butt!"

"Oh really?" a cold voice spoke from around them, apparently from a megaphone or speaker system. Before they could react, they were surrounded by soldiers.

"Yup, it was madness," Charmcaster squeaked, as the soldiers enclosed on them.

"Hold!" the voice yelled, and then Nelson stepped forth from the shadows. "Well, well, well," he laughed, "I don't know whether to applaud you for your courage or to laugh in your faces for your stupidity. Never has anyone tried to do anything like this-bring the fight to *our* territory! Not even the Plumbers. They knew to keep their distances. Just as we did ours."

"Save us the monologue, Nelson," Kevin snapped at Nelson, "I'd like to stay awake here before we start fighting." Nelson glared at him, and replied, "You don't know when to keep your mouth shut, do you?"

Then he turned his eyes to look upon Ben and Charmcaster, who he hadn't noticed yet. His mouth fell open, and he actually appeared stunned, but he quickly regained his composure, and started laughing again, "Charmcaster. I never expected to see you back here." "I never expected to be back," Charmcaster retorted coldly, and Nelson replied, "So you really have changed. You know, I really should be thanking you. You eliminated the Brotherhood for us. After what happened, we'd been planning to get rid of them ourselves, but you saved us the bother."

"I could take you all out too if I wanted to," Charmcaster warned them, as magical sparks flew out of her clinched fists. "That won't be necessary for now," Nelson laughed, "I'm not ready for us to start fighting each other yet with bullets and black magic."

Then he turned to Ben and offered his hand before beginning, "Well, you must be Ben. You're the ringleader, right? The ringleader of this group that took down Vilgax for us. You know, you've really been so generous to us. It'd be such a shame to have to eliminate you." Ben looked at the hand and didn't take it. "What do you want, Nelson?" he asked calmly.

"I understand you and your two other compadres"-Nelson gestured to Gwen and Kevin-"are a bit new to this world. We have eyes everywhere, you know," he added as Gwen looked ready to ask how they would've known that, before continuing, "You people need to learn that if you're not with us, you're against us. If you don't want to join us, then realize that even if you don't seek a conflict, one will come. But I certainly didn't get the impression that you weren't looking for conflict when you just waltzed right in here, expecting to hand it to us."

"So what do you want?" Ben asked again, and Nelson replied, "Well, that's an interesting question. Depends on what you're referring to. What do I want in general? Well, it should be obvious. I want control, and I will do what it takes to attain that. But what do I want with you? Well, I asked your friends earlier, and now I'm going to extend the same offer to you. I want you to join us. We could do great things together, you know."

"Yeah, I imagine we could," Ben replied expressionlessly. "So do you accept or no?" Nelson asked. "Nope," Ben replied calmly, "I'm sorry, but we fight for something else different than you do. We want freedom without anarchy." "Is there really such a thing?" Nelson retorted, now looking annoyed, "Sounds to me like you come from a world of... what is it? A democracy? A republic? Such things do not exist in this world anymore. There's nothing left here but freedom. Complete freedom." "You mean anarchy," Gwen retorted.

"You stupid bitch!" Nelson snapped, looking angry, "In fact, you're all stupid. And close-minded. You do not have an open mind." "Look who's talking," Kevin smirked, and now Nelson yelled, "That's it! TAKE THEM DOWN!"

The soldiers surrounding them quickly pulled out their guns and cocked them back to fire, but the quartet reacted quicker. Ben and Charmcaster both slammed down their Omnitrix buttons and turned into... "HUMUNGOSAUR!" Ben yelled, noticing that Charmcaster had done the same. Gwen quickly put up mana shields and Kevin absorbed the concrete ground.

Both Humungosaurs quickly went to work, whacking away the soldiers who were firing upon them. The bullets were simply not affecting them-the Humungosaurs with their skin, Gwen with her shields, and Kevin with his concrete shielding.

It didn't take long before the soldiers were backing away. "Oh come on!" Nelson muttered to himself, looking at the number of bodies lying around. Then he yelled into a radio, "Reinforcements! Bring the sleepers!"

"Whatever you bring isn't going to be enough," Ben snarled at Nelson, "You still won't be able to defeat us." "I underestimated you slightly," Nelson admitted, "And now you stand there underestimating me. I simply didn't want to put some good resources to waste, but now you forced my hand."

And then tranquilizer darts fired from everywhere. Multiple ones hit Ben and Charmcaster, and Kevin as well. A couple hit Gwen's shields, which caused them to melt away. "Wha... how's that possible?" Gwen asked, confused, before she got hit in the back of the neck by another dart. "Gwen!" Ben yelled, trying to move in the direction of where the darts were coming from, but he was already feeling light-headed. He stumbled to the ground, his sight quickly darkening.

He looked back at Nelson and growled, "Okay, we'll call it a draw," before blacking out.

**A/N: Yup. I went political... a little bit. Won't be the first time, either. This is plenty more ****complex than was. It kinda focused strictly on our heroes and Vilgax... yup, things are different this time around. **


	4. UPDATE: Author's Note

**A/N: Hello all. For those few of you who *have* been keeping up with this story/trilogy, I do have an update for you. I do not plan on continuing forward with my "challenge fic" (Dark Rebellion) for now. Maybe one day I'll return to it if I feel like it, but for now I want to focus on this trilogy. **

**Yes, this story will continue. However, it won't likely be until I get out of school, which will be in mid-May. There's a possibility I could get a chapter or two out during the weekends before my schedule clears up, but I doubt it. Sorry I'll have to make the few of you who are reading wait a little longer, but it's not been easy for me to get much done lately. **

**Yup, that was a pretty quick author's note. But there are some people who needed to see it so they would know that this *is* going to be finished. I think I have some pretty exciting stuff coming up, so stay tuned. Just a few more weeks and I'll be back in business! **


	5. Chapter 4

**A/N: I'm finally back! And yes, this is going to continue. As for the Charmcaster prequel, I took down the first chapter a while back, so I'll rewrite it and then put up a new chapter for that to go along with it to continue the process of two chapters from the sequels, then a chapter from the prequel (which is still rated M). So without further ado, let's see if we can't get this thing going again...**

**Chapter 4 **

Ben flickered open his eyes to blurriness. He shook his head a little bit, trying to clear the fuzziness out of his head. Once he finally came to, he realized his arms and legs were both in heavy chains against a wall, and as he looked from side to side, he saw Kevin, Gwen and Charmcaster with the same treatment. Charmcaster appeared to be waking up too, but Kevin and Gwen were still out cold. As Ben took a look at their surroundings, he realized they must be in one of the huts, since this wasn't exactly a dungeon, although the SOS had tried their hardest, apparently, to make it resemble one somewhat.

It was at that point that Nelson stepped out of the shadows. "So you're awake at last," he remarked, and looked over at Kevin and Gwen and informed Ben, "Don't worry, they'll wake up in a bit too. We just gave them an extra dose of the sleepers. We'll probably have to keep her on them so she doesn't break free with her black magic and crap, and the other guy just talks too much."

"Black magic, huh?" Ben smirked, and looked over at Charmcaster, "Did you forget about her?" "No," Nelson replied, "There are other ways to keep her from doing anything." Ben looked over at Charmcaster, who appeared to be horror-struck and was also shaking. "Uhh, Charmcaster?" he asked her, "You gonna break us free so we can finish what we started?" Charmcaster didn't reply. She seemed to almost be in shock.

"What did you do to her?" Ben asked Nelson angrily. Nelson didn't reply at first, and stalked over to Charmcaster. "Bet you never expected to be in a situation like this again, huh?!" he yelled, and then continued in a calmer voice, "I know what went on full well. You think we didn't have a spy in the Brotherhood, even before and after we joined them? I told you, we have eyes everywhere."

"To answer your question, Mr. Tennyson," Nelson then addressed Ben, "I technically didn't do anything to her. You want to know what's keeping her subdued? Fear. Pure, cold, hard fear. Why is she afraid? Well... because she went through traumatizing events similar to this one. What happened to her, you might ask? Well, basically, she was punished for mission failures. The Brotherhood meant business. Plus, they had to do something with that girl once her caretaker died. I'll admit to you, our kind are not exactly nice people."

"So, you thought of just about everything," Ben replied thoughtfully, "You've subdued Kevin and Gwen to keep them from escaping, and you're using past events in Charmcaster's life to create a panic attack. You clever bastard. So why am I awake and unaffected?" "You only have one method of escaping," Nelson pointed out, "And that is the watch on your wrist. You cannot reach it, so there is absolutely nothing you can do."

"So what happens now?" Ben asked calmly, trying to think through his options. "Well, quite simply, I'm going to reiterate my offer to you," Nelson replied, "Join us. And if you refuse... well, then I'm afraid we'll have to kill you." "Somehow I don't think either option is going to happen," Ben replied, "So you better come up with the third option where we escape, kick your butts, and restore peace to this place."

"Peace? Peace?!" Nelson looked dumbstruck, and then started laughing, "You know that's impossible here, right? You really are from a very different place if such a thing as peace exists. Here, there's only one thing that matters. Power. Control. From your perspective of things, you could say that there is no good here. There is only evil. Of course, I wouldn't call ourselves evil since we are the normal people, more or less. The people who aren't one of us? They're just sheep. Going with the flow.

"Face it, Mr. Tennyson," Nelson finished, "There is nothing you and your friends can do to stop the inevitable. We have already taken back control of this city, and even if you were somehow to escape, we would still hunt you and kill you. We can't have anomalies like you disrupting the system."

Ben stayed silent for a moment, and shrugged before replying, "Maybe you're right. Maybe we don't have a chance of bringing our world to yours. But just because we may lose doesn't mean we won't fight. We're still going to keep on fighting for what we stand for until our last breath leaves our bodies."

"So be it," Nelson snarled, looking furious, "I was really hoping that you would see reason and join us. But I guess you're no different from the sheep." Then Nelson held up a hand, and multiple soldiers walked in, each carrying large guns. It was at that point, that Kevin let out a long groan as he and Gwen began to wake. "Ah, good," Nelson replied, "You're waking up just in time to watch yourself die. Do it now, before the witch regains enough consciousness to send us to hell."

The soldiers then cocked their guns and trained them directly on the quartet. "Uhh... what'd I miss?" Kevin asked, still confused. "It won't matter in a moment unless Charmcaster does something," Ben sighed. _If you're going to do something, Charmcaster, do it now, or this is the end. _

The guns fired.

Ben had closed his eyes, but hadn't felt anything, so he cautiously opened them. He yelped, as he noticed a bullet suspended right in front of his face. Ben looked to his left and saw that the other three had bullets hanging in front of them as well. He then noticed that Charmcaster appeared fully focused now.

"She's woken from her trance!" Nelson yelled, now clearly nervous, "Keep firing! Kill them!" The soldiers fired off more rounds right at their heads, but they too came to a stop right in front of their faces. Eventually the soldiers stopped, dumbfounded. Then Ben watched as, with sparks flying off Charmcaster's body, the bullets began to turn around and point themselves right at the soldiers instead.

"You assholes are in trouble now," Ben smirked, "Prepare to get your butts kicked."


	6. Chapter 5

**Chapter 5 **

"Well, that was easier than I expected," Kevin remarked as they walked past the bodies of Nelson's goons with bloody bullet-sized holes in their heads. "For you, maybe," Charmcaster retorted, still appearing a bit shaken. "That was a pretty cool trick," Ben commented, referring to how she had turned the bullets around and sent them flying at the goons instead, "How did you do that?" "I'm honestly not sure," Charmcaster admitted.

"Well, perhaps you should do it again, because we got more of those guys coming," Gwen warned them as more goons, with Nelson running just behind them, came to meet them. "You're not going anywhere!" Nelson bellowed at them. "Who's gonna stop us?" Charmcaster yelled back.

Then she held out her hands, and with more sparks flying around her arms, gigantic lightning bolts shot out of her hands, directly hitting the group of mercenaries. The ones who weren't killed by the shock were sent flying and screaming. After the lightning subsided, Charmcaster asked them, "Anyone else?" The remaining few goons yelped and ran away.

"Get back here, you cowards!" Nelson yelled, now realizing he was the only one left facing the quartet, and realized he was on the verge of being sent into oblivion. "You don't want to do this, Charmcaster," Nelson gulped, "If you do, it'll only make things worse." "No, I think I do want to do this," Charmcaster hissed, holding up her hand, getting ready to presumably strike him down.

"Don't!" Ben interrupted, grabbing her arm, "He's not worth it. We've decimated most of his forces." For a moment, he thought Charmcaster wouldn't listen, then she muttered, "Fine," lowering her hand-right before turning around and punching Nelson full on in the face, knocking him out cold.

"Let's get out of here before more of those guys show up," Gwen suggested, as they started running towards the nearest door to the outside they could find. "And if they do show up?" Charmcaster questioned, "What are they gonna do? Shoot more tranquilizers at us? I'd like to see them try."

Shortly after they opened up the door, they were immediately met with the sound of gunfire in their direction. Charmcaster summoned a giant forcefield to protect them. "Nothing's getting past this for a bit," she informed the other three, "Shall we go home?"

"We still need to figure out how we're going to neutralize these guys for good," Kevin pointed out while the mercenaries kept firing pointless bullets at them. "Well, we could've finished them off by killing Nelson earlier, but Ben wanted to be the good guy," Charmcaster pointed out, causing Ben to shoot her a questioning look, before he replied, "If he knows what's good for him, he won't cross us again. It's not like they can beat you that easily or anything, right?"

"Not entirely," Charmcaster admitted, "They almost had us earlier. They still have as good a chance of carrying out their dirty work as before." "But what about that insane display of power we just witnessed?" Kevin asked, confused. Charmcaster glared at him, and replied, "That power has its limits. This forcefield will remain up for about 5 minutes before it falls apart, and then I won't be able to do much of the... um... insane stuff. And it's not like I can do it all the time or anything." "Great," Kevin muttered.

"Then in that case, I think we'd better fight now," Ben sighed, getting ready to turn on his Omnitrix. "Wait!" Gwen interrupted, pointing towards the mercenaries, who were now shooting their gunfire elsewhere, "What's going on? Why are they shooting up now?"

Charmcaster cautiously turned off the forcefield, and they looked up and saw a spaceship coming down from the sky. "Great, more aliens," Charmcaster groaned, "Just what we need." "I think they're on our side," Gwen suggested, "Nelson's guys are shooting at them."

And then the spaceship started firing upon the soldiers as well. Most of their ranks went down immediately-the ship had much larger firepower, shooting gigantic yellow bolts down at them at a rapid rate. "Whoa, where'd they get that kind of arsenal?!" Kevin asked, impressed.

"Retreat!" one soldier yelled, "It's a Plumber ship!" "Wait, *what?!*" Ben yelped in shock, looking up at the ship-which indeed had the Plumber insignia marked on it-the same one that Ben had on his Omnitrix. It was indeed a Plumber ship.

"They still exist?!" Charmcaster remarked, stunned, "I thought Vilgax got rid of them all! Where have those assholes been all this time?!" They then watched as the SOS forces ran back into their bunkers, while the Plumber ship made a landing, and then opened its door, where a human Plumber was waiting.

"Ben Tennyson," the Plumber remarked, "It is a pleasure to meet you. The one who destroyed Vilgax." "How do you know who I am?" Ben asked, confused. "We know lots of things," the Plumber replied, "We have been watching this planet for years. We know that you are somewhat... um... out of place. Call me Magister Bones."

"Where in the world have you guys been the last couple years?!" Charmcaster spat at him, "Why didn't you do something about Vilgax?" "We tried," Bones replied, "But it didn't end too well for us. We retreated and didn't come back." "The Plumbers running away from a fight?" Kevin scratched his head, once again confused.

"There is much we have to discuss," Bones replied, "You are part of why we are here. We're here to wage war with the gangs, and we are also here to invite you to our base which is orbiting Earth just overhead. We can discuss things up there, and see about making you part of the Plumbers." "We already are Plumbers!" Kevin retorted, as he, Gwen and Ben showed their badges-Ben's being the Omnitrix. Bones laughed and replied, "Not here you're not. This is a different world, and there are different rules."

Charmcaster appeared suspicious, but Ben replied, "Very well. We'll go back with you. Besides, if you know as much as you claim to do, then we have a *lot* to discuss."


	7. Chapter 6

**Chapter 6 **

"We have questions, and we expect answers," Charmcaster warned the Plumber named Bones as they sat in his ship and he prepared to lift off. "You want to know where we've been, and why we're here now," Bones replied, and Ben nodded to confirm this. "Well, it's going to be a bit of a long story," Bones replied, "Because we're going to need a bit of backstory, and three of you have absolutely no idea what's going on here." He nodded to Gwen, Kevin and Ben.

"We know that you three are from a very different dimension-a different reality," Bones began, "We're still trying to figure out how that's even possible, but we know the truth. We know you didn't exist in this world until just a couple weeks ago. So obviously you three need to be brought up to a bit more speed. About 100 years ago, this world was a more peaceful place-yes, countries were always threatening each other, and this was one of the more primitive planets in the galaxy, but there was never any reason for us to intervene." "So it was kind of like our world," Gwen commented.

"That was until war finally broke out," Bones continued, "The people of the planet decided to destroy themselves using what you called nuclear weapons. Once it was over, there was little left of humanity. This place you call Bellwood was one of the few remaining settlements. For some reason it got mostly untouched by the war. However, with the rest of what used to be America long gone, the settlement eventually fell into despair, and then anarchy before a group of bastards took over."

"The gangs," Gwen whispered, and Kevin commented, "So basically, this is our world, only we destroy ourselves much earlier." "I don't know what your world is like," Bones replied, "But you could be right. Anyway, eventually we waged war with them after we determined they were just destroying themselves and everyone around them, but then something happened we didn't expect."

"Vilgax," Charmcaster whispered. "Yes," Bones confirmed, "We had our eye on Vilgax for a while, but our Plumber divisions over on the planets he had conquered before were destroyed. So when Vilgax took over Earth, which we wanted to help rebuild, we initially decided that something had to be done. So we fought against Vilgax. It was a massacre-many of our forces died that day. We left, and didn't come back until Vilgax was gone."

"But why?" Charmcaster demanded, "I thought you guys were supposed to be defenders of the galaxy or something like that." "The reason why? You," Bones declared, looking at Charmcaster intently. "Me?" Charmcaster asked in shock. "We decided to take a chance," Bones continued, "When we detected a massive magical signal in the area of the settlement. One bigger than even an Anodite signature."

"Damn," Kevin commented, and Gwen asked skeptically, "Is that even possible? Anodites and Celestialsapiens are the most powerful beings in the universe." "Apparently your kind are in third place now," Bones replied to Gwen, "Because this girl right here has near unmatched power. I'm guessing that she only reaches full power when her emotional state is heightened strongly to some degree. We took a chance that once threatened, she would obliterate Vilgax. However, we got an even better situation, when you three turned up and defeated him."

Charmcaster looked perplexed, and Gwen commented "That's a dangerous game to play when a planet's survival is at stake." "This planet," Bones replied, "is already on the edge of oblivion. We had to pick our battles for a planet that contributes very little. Now we are back and are ready to intervene and take on the people who rule this settlement."

"So, wait, where are the Plumbers right now?" Ben asked, still trying to grasp all that he had been told. "Right above us," Bones smirked as he flew his ship upward towards the sky, "We're going back to our station. Since you're on our side, we don't want you to be among the unlucky when we rain fire down upon those poor bastards."

"Very well," Ben agreed cautiously, and Charmcaster glanced at him as if to say, _Are you sure we can trust this guy? _Ben tried to give her his most reassuring glance, but now that he knew just how powerful his girlfriend was, he wasn't entirely worried about much at this point, even if there were limits or requirements to the higher reaches of her power.

Once they left Earth's atmosphere and they entered space, they didn't notice much at first, besides a fair amount of space junk. "Uhh," Gwen began, "Where's the Plumber ship?" "It's over there, next to your moon," Bones replied as they headed towards a blinking light that Ben could now notice in the distance next to the moon. But it was the moon itself that really caught his eye-about a third of it was exploded, and just hanging in space, almost like massive asteroids. "Uhh, this is very different," Ben commented.

"Ben, look at the Earth," Gwen whispered, looking back out the window almost in shock. Ben and Kevin joined her at the window, and saw a very different Earth. The blue oceans still looked the same, but the land itself looked very different. It wasn't exactly green; it looked more brownish in more spots with some shades of green. Most alarming was that the entire northeast side of the United States and part of Canada were missing as well. And that was just on the continent of North America.

"We are truly in a different place," Gwen whispered. As Charmcaster looked, she didn't seem as shocked, but she commented "I didn't realize it was that bad. I knew something bad had happened, but... this..."

"It's looked that way for a while," Bones stated grimly as they drew closer to the moon and the Plumber station. He looked as if this wasn't an unusual sight for him. "We're drawing closer," he added, "There are a couple people we'll want you to meet."

Once they got to the Plumber station, they noticed that it was quite bigger than any Plumber base they had seen before. It actually looked pretty big next to the moon, even though it was still smaller. Overall, it looked like a larger version of the ones they had seen before. A voice spoke over the apparent inside speaker: "State your name and intent." "Agent Bones, returning to base with the civilians." After a pause, a door on the side of the base opened, big enough for multiple ships the size of the one they were in to fit into.

The ship entered the docking area, and they were met by a couple of Plumber officers-both aliens. "So you brought them," one of them commented, giving the quartet an appraising gaze. "Yes," Bones confirmed, "Did you really doubt me?" "No," the officer replied, "I doubted *them.* I thought they'd be like the rest of humanity on that planet."

Before Ben could open his mouth to retort at the indirect insult, Bones told the officers, "They'll want to meet the Senior Officer immediately, I think." One of them blinked and replied, "Of course. Come, humans."

As they followed the two humans through hallways with an edge of wariness, Kevin told them, "We're not all entirely human, you know." "Yes, we know," the officer replied, "But you've lived among them for long enough that we thought they'd have rubbed off on you." "Do *you* think they've rubbed off on us?" Kevin asked challengingly. "We shall see," the officer replied calmly.

Eventually they reached the end of the hallway, and knocked on the door. A camera popped out of the wall to take a look at them, before opening to reveal a man sitting at a desk with various holo-materials. A man that Ben had never expected to see again.

"Grandpa Max?" Ben gasped.


	8. Chapter 7

**Chapter 7 **

Ben could hardly believe his eyes. He had thought that the Grandpa Max of this reality was dead; but then again, he had thought that the Plumbers were gone too.

"So it *is* true," Max began, "People from other dimensions have been dumped here." "How do you know that we're not from this one anyway?" Kevin asked, while Gwen and Ben continued to look in shock. "Well, like Bones told you, we have eyes everywhere," Max replied, "And also, the Ben and Gwen Tennyson of this world are both dead while Kevin Levin is in one of our own prisons."

"It's good to see you," Gwen choked out. "I hope that I'll be able to say the same eventually," Max replied calmly, "But the fact is, you're just different versions of people who aren't exactly friends of the Plumbers. My grandkids were brats. One was an idiot who cared about nothing but himself, and the other was a whore who died of a drug overdose. And by name here, Mr. Levin, you are an interstellar criminal. You, Charmcaster, are the one who comes here with the least to prove."

Charmcaster glared at Max, and retorted, "And is that just because I was your wildcard for defeating Vilgax?" "Exactly," Max replied, "And all four of you helped with that. That is the only reason the other three of you are even here; otherwise we would treat you as we would any enemy." Ben gulped at the thought of his own grandfather gunning them down.

"I assume Bones explained everything to you?" Max asked. "Mostly," Ben confirmed, "But there are still a couple things. So you guys decided to retreat and leave things to chance. So why return now?" "Bones may not have completely explained all of that," Max admitted, "So I will tell you. There is a little bit of revenge involved." "Why?" Gwen asked, confused.

"Have you met with the gang leader Joseph von Nelson?" Max asked. They all nodded, and Kevin added, "We were just kicking his bunch's asses when your buddy showed up." "He himself is a criminal; a renegade wanted for many crimes. He was actually a Plumber a long time ago; but he betrayed our cause and went to Earth for a life of pure evil. He took several of our other best Plumbers with him; hoping to leave a dent in our rankings. He did, but we rebuilt over time. We intended to put an end to them before, but that was when Vilgax showed up and that complicated things."

Max then got up and walked out of his office, and motioned for the four to follow him through the hallways. He continued, "We were hoping that Vilgax would have taken care of Nelson and his lot, but no luck. They were smart, and went into hiding for a few years. Almost immediately after Vilgax fell, Nelson took the city back. He intends to exact control over the settlement forevermore. But that won't happen."

They then walked onto a circular balcony overlooking what appeared to be the main center of the Plumber ship. There were various Plumbers running around; some of them were practicing fighting and shooting; others were working on virtual target practice; others were just running around with apparent little purpose.

"Well, you guys have certainly been busy," Charmcaster admitted. "Our intent to is to wash out the poison that is Nelson and his kind," Max declared, "And we would have you help us out with that." Ben looked at Charmcaster and she replied, "Well, I still don't agree with your decision to leave us behind and leave things to chance, but you seem to be working towards a good goal now. Just don't try and run away again." "That won't happen," Max vowed.

Then he added, "There's something else I should show you." He led them down a set of stairs to one of the lower levels, and they walked into yet another hallway which lead to an open room where there was a giant water tank of sorts. Floating in that giant tank was none other than Julie; in her machine form.

Ben felt Charmcaster tense up; while Kevin noted thoughtfully, "So she was right. It was you guys who resurrected her... twice now, I guess." "Indeed," Max confirmed, "She was our other wildcard besides Charmcaster. She tried to fight valiantly against Vilgax with the help of a Galvanic Mechamorph in the form of a battle suit, but she was killed and the Mechamorph was destroyed. We used recent technology we had discovered that can convert a human being into a cyborg to do just that to her, and we sent her back. In her latest bout with Vilgax, she received a lot of damage, so she is in Resurrection Mode. She is neither alive nor dead right now. She is regenerating, I guess you could say. Sometimes she flits in and out of her human form, and that is the most glaring sign of incompletion."

Ben walked over right next to Julie's regenerating tank, and whispered lowly so hardly anyone else could make it out, "If you can hear me, Julie, we're here. You were right-it was them, all along. Vilgax is dead now, and we're going to finish the job of taking out the remaining evil in Bellwood. We hope to have your help soon."

Then something happened that Ben didn't expect-Julie's head reverted to human form. An eye and part of the side of her head were missing; it almost looked simply pixellated, not what one would expect if part of a human head was missing. Then her mouth opened, and she spoke in her mechanical voice-and yet it was so low that Ben could barely hear it, and certainly no one else could.

"We've been played... we've been lied to..."

"What?" Ben whispered back, startled, "What do you mean? What's going on?" But Julie didn't respond, and her head reverted back to join the rest of her body in machine form.

"That's never happened before," Max commented, interrupting Ben from his brief conversation, and asked, "What did she say?" "Just gibberish," Ben lied, "Probably just testing out her voice as part of the regeneration process." Max nodded, and turned away. Ben noticed that Charmcaster looked concerned-she hadn't bought it. Ben gave her an 'I'll tell you later' look.

"So how long before you guys plan on attacking?" Kevin asked. "As soon as we reach Earth's orbit, we'll send in some ground troops, and see how that goes for us," Max replied, and then added, "There's some rooms for you guys. You'll probably want to get some sleep before our battle tomorrow-you haven't had very much lately, I don't think."

"Good idea," Ben yawned, just now realizing how tired he was-he and the others had been fighting all day, it felt like. The next few minutes were almost a blur to him, as they were escorted to their separate rooms-small rooms with metallic walls and beds made for multiple types of aliens (including a hole for a tail)-Max told them again to rest up, and the Ben went to sleep.

His short yet peaceful slumber was awoken by a soft hand touching his face. He almost jumped, but he realized quickly it was just Charmcaster. "How'd you get in here?" he asked her, "Don't think the Plumbers'd be too happy if they found us in here in the same room." "I have my ways," Charmcaster replied, smirking, and then briefly turned invisible and back again.

"Right, right, right," Ben muttered, "What do you want?" "Well, you, for one thing," Charmcaster smirked, climbing on top of him, and then rolling over to lay next to him, continuing, "But I already have that," before she kissed him. After they broke apart, she went on, "No, I'm here because I know that Julie said something to you. What was it?"

"Something about that we've been played... lied to... I'm not sure what to make of it," Ben admitted, "It was incredibly vague." "I think I know what it refers to," Charmcaster muttered, "And I think it refers to these Plumbers. I don't know what they were like in their world, but I can't ignore the fact that they abandoned us to Vilgax like a bunch of cowards and relied on a small hope that I would do something-which would never have happened if you hadn't showed up!"

"They're definitely a bit different," Ben agreed, "And I can't figure out if they're the good guys or the bad guys. Or somewhere in between. And I can't figure out either if we should side with them or not." "Didn't we already?" Charmcaster asked in confusion. "Not necessarily," Ben replied, "We just agreed to stay. What happens tomorrow remains yet to be seen. There's too many possibilities to this situation."

"That's what I'm scared of," Charmcaster admitted. Ben almost laughed. "You? Charmcaster? Scared? You know you can kick whoever's butts in our way right with little more than a flick of a finger?" "Maybe," Charmcaster shrugged, "But that's the problem. It's not that simple. I don't know why, but I only get really powerful when I'm angry, or in the face of death... or emotionally heightened to some other degree, I guess." "You'll still be powerful anyway, it won't matter. Besides nothing can get worse than Vilgax, and we defeated him!" Ben told her confidently. "Barely," Charmcaster replied.

"Well, whatever the case," Ben yawned, "We should get some sleep before tomorrow." "I'm staying here with you," Charmcaster told him firmly, "Just like always." "Fine, but don't blame me if they freak out on us in the morning," Ben replied sleepily. Charmcaster just laid next to him, and it didn't take too long for her to sleep.

_I used to kick alien and people's butts, including hers, _Ben thought to himself, _and things used to be so much simpler. Now I'm here, getting ready to deal with a war between crazy terrorists and a far more militant Plumber group, and sleeping with probably the last person I ever expected to. Oh, how the times have changed... _

As he fell asleep, he found he couldn't get Julie's words out of his mind.


	9. Chapter 8

**Chapter 8 **

Ben and Charmcaster woke up abruptly to the sound of clanging. As Ben listened, he heard the sound of a person yelling, "You idiot! Do you not know how to handle anything?! Damn aliens in the Andromeda Galaxy probably heard you!" More chattering and cursing sounded off as the noise eventually faded, but Ben heard more noise outside the walls. "Did they start already?" Charmcaster asked drowsily, not entirely awake yet. "I hope not," Ben muttered, somewhat suspicious.

At that point the door to their room was flung open by Kevin, who began, "Ben! Wake up! They're already starting... WHAT THE CRAP?!" he yelled as he noticed Charmcaster. "Not one word," Ben growled as he rolled out of his bed onto his feet, followed shortly by Charmcaster. "You're lucky it was me instead of one of these other fellows," Kevin remarked, "I'm not sure they'd be too happy if they saw you two in a bed together."

"So what's going on?" Ben demanded. "They're getting ready to start the attack without us," Kevin growled, "Too bad, too. We're about to miss out on some serious butt-kicking." "Not if we can help it," Ben replied, and pushed past Kevin and walked back through the hallways to the balcony in the center of the ship where Gwen was waiting for them. As they looked down below from the balcony, they saw hundreds of Plumbers gathered. They watched as Max stepped out of the corners and walked up onto a podium with a giant microphone (clearly not made for humans).

"Fellow Plumbers!" Max bellowed into the mike, with his voice sounding out loudly across the ship. "It's been several years, but now we are ready to take our attack to the abominations that live on Earth right now. We can finally take care of the various evil humans and Plumber renegades, all thanks to a few anomalies. And once that's all done and over with, we can finally continue onward with the Replacement Project! Remember, they will have some of our technologies that they can use against us. But we outnumber in size, strength and heart! Let us go to victory!"

His words were followed by loud cheers from the Plumber soldiers below him. "Dang, some pretty harsh words coming from his mouth," Kevin noted. "There must be something between him and Nelson," Ben suggested, "Or otherwise he wouldn't act like this." "Or maybe he's just different from the Grandpa Max we know," Gwen retorted, "You should know by now that people here are different!" Ben and Charmcaster both flinched, as they knew this better than most.

They then watched as the Plumbers started moving out towards the walls, where there appeared to be entryways to smaller Plumber ships like the one that Bones had been in. "They *are* leaving without us?" Charmcaster asked, confused. "I guess we're gonna have to invite ourselves," Kevin remarked, cracking his knuckles. "I'm sure there's a reasonable explanation for this," Ben replied. "We'll find out in a moment," Gwen replied, as she then put a mana forcefield around and levitated them down to where Max was watching the troops head for the shuttles.

"So, the ultimate butt-kicking war, and we're not invited?" Kevin growled as he stalked over to Max. "We didn't think you'd want to fight," Max replied calmly, "Since you've already been fighting against bigger threats. This is going to be easy for us-we don't need you to help us this time." "Coming from the guy who left the fate of my world in the hands of fate!" Charmcaster spat at him.

"You should learn some respect, young lady," Max replied, now appearing somewhat annoyed. "I'll show you respect when you've earned it, you piece of..." Charmcaster was getting ready to go on another tirade, before Ben interrupted with, "That won't be necessary. Can we go ahead and join the troops anyway?" "Very well," Max sighed, "But just remember, you're not Plumbers in this world anymore. You're... um... accomplices."

"Not sure that really matters anymore," Charmcaster commented with a tone of snark in her voice. Max didn't reply, but turned away instead. Ben sighed, deciding now was not the time to talk, and motioned with his hand for the others to follow him as he made for one of the shuttles. The other Plumbers hardly seemed to even care as the four of them took one for themselves.

"Nice, nice," Kevin smiled as he looked about at the ship, "Wow, who knew Plumber ships had such a big weapon inventory?" "We're not going to need them, though," Gwen warned him, "We're going to fight them on the ground." "But it's such a waste of good artillery!" Kevin whined. Gwen glared at him, and he shut up.

"Go, go, go!" Max's voice yelled through speakers onto all the ships, and immediately the ships discharged themselves. Ben had just now noticed that the space station was right next to Earth, giving them a short trip to the surface. "I hope all these ships have their courses automatically set for us," Kevin commented. "I think they do," Gwen replied, "See how we're all flying in the same direction?" This was true: the ships were all heading in a straight line of sorts, one after the other, in an automatic single file of sorts. "How do they have the technology to make the ships do something like this?" Kevin asked, impressed.

Eventually they crashed through the atmosphere and then flew towards the ground at high speed. Once Bellwood became much clearer and they could see the ground more clearly, a voice sounded on the ship: "Autopilot off." "Umm... crap!" Kevin yelped as he quickly grabbed the steering wheel to keep them from suffering a crash landing. Then just as soon as they had leveled out, they found themselves dipping down and almost hitting the buildings below before Kevin steadied them again.

"You're gonna get us killed!" Ben yelled. "Gimme a moment!" Kevin yelled back, "I've never driven anything like this! It's like it has a mind of its own or something!" Then a voice crackled through the speakers. "Beta 14, what in the heck are you doing out there?!" "Trying to figure out how to drive this thing! It's all good!" Kevin yelled back nervously. Then the voice muttered, "Rookies."

Eventually they all landed in the middle of a street opening next to where the gang hideouts were. As luck would have it, they were moving out, waiting for them, led by Nelson. As the quartet watched, the Plumber troops piled out with guns and laser lances intact. "Jeez. Laser lances? That's the Forever Knights' crap," Kevin muttered. As they stepped out, they watched the standoff between the two armies that were now simply staring each other down. Nelson was leading his SOS group, and Bones was leading the Plumbers.

"So, you finally came back," Nelson smirked, "After hiding in the galaxies for a couple years." "Hello to you too," Bones retorted. "So, did those bunch of punks buy into your garbage? Or are they sitting in a padded cell right now?" "Please don't concern yourself with such meaningless things when you should be worrying more about your lives," Bones snapped. "So we're back to playing that game are we?" Nelson asked sarcastically, and continued, "And here I thought you guys were here to throw a party with us."

"You will pay for your crimes, Nelson," Bones growled. "Only after your old man," Nelson spat back, and then suddenly yelled, "Attack!" Then the two armies fell upon each other and immediately began hacking away at each other. Max was right, Ben realized: the Plumbers outnumbered the SOS by a lot, and it showed right away as more of Nelson's soldiers fell down dead than the Plumbers.

"Well, I think they got this," Kevin yawned, taking a seat, "I guess we'll just watch the fireworks." "But what then?" Charmcaster asked, who still had a suspicious look upon her face, "What the crap is the Replacement Project?!" "Heck if I know," Ben shrugged, "But I doubt there's much we can do right now. If we help the Plumbers, they'll just destroy Nelson's lot faster. And we're obviously not going to join Nelson's bunch either, so what do we do now?"

"I guess we just wait," Gwen admitted, "There's not much else we can do at the moment. And who knows? Maybe the Plumbers will be able to make things better here by taking care of those bunch. As for the rest of this city? I guess they'll finally have to start thinking for themselves for once." "Fine," Ben agreed, "So we just watch."

After a long period of the two sides continuing to wage war without a verdict yet, they were startled by the sound of a Plumber ship roaring to life as it flew away. Bones looked up at the fleeing ship, and yelled, "What is the meaning of this?!" A blood-spattered SOS soldier croaked, "It will soon mean the destruction of your warship!" before he fell, giving his last breath. Bones glared at the quartet, and snarled, "You four take care of it, since you aren't doing anything else!" before going back to battle.

"Damn it, we actually have orders now," Kevin groaned, as they clambered back into the ship, and got ready to give chase.


	10. Chapter 9

**A/N: Okay, so I finally got a question regarding what happened to Charmcaster's prequel. The simple answer is, it's undergoing a major revamping behind the scenes. I didn't feel good about where the story was going/where it was going to go. It'll be back, but it'll be quite different, it might be shorter than originally planned (originally 25 chapters), and it won't be an M story anymore. Ultimately, I think it'll be a better tale when it comes out. I apologize for the story's surprise disappearance. **

**Chapter 9**

"What about the battle?" Gwen asked as the quartet began to follow the stolen Plumber ship with their own. "It'll be going on for a while," Kevin replied, "There's a lot of people down there on both sides. What, you want us to disobey a direct order?" "First one we've gotten in a while," Ben admitted. "So what the heck is this guy up to?" Charmcaster asked as she watched the fleeing ship. "Who knows?" Ben shrugged, "Who knows where he's even going?"

"Uh, I'm pretty sure he's going back to the base," Kevin broke in. "Okay, Mr. Smarty-Pants," Charmcaster retorted, "But why would he?" "To try and disable the Plumbers from the inside?" Kevin shrugged, "I'm not entirely sure it matters. We just gotta take this guy down and get back to the battle." "A battle for which we may not be entirely needed," Charmcaster pointed out. "What else do you want us to do?" Kevin asked, annoyed. Charmcaster scoffed, and turned away.

It turned out Kevin had been right: the ship was headed directly for the Plumber base. "Now we both have to dock," Kevin groaned, and the four just sat waiting as the two ships went into autopilot and slowly moved into their spaces from where they had come from on the side of the ship. Once the process was finally done, they busted out of the ship, and looked for where the intruder had popped out.

"There!" Gwen pointed, and they noticed a SOS soldier, mask and all, running around the hallways, seemingly moving in the direction of the ship center. Then the loudspeaker went off around them, and they heard Max asking, "What's going on? Why are you and this other ship back?" "Yeah, um, about that, the other guy's an SOS dude and we were sent to stop him from whatever he's doing!" Kevin yelled back.

"What?" Max snapped, and then as they gave chase on their feet, they heard the intruder yell, "Max Tennyson! I am here for you, and I am here for your tech on behalf of Nelson!" "His voice sounds familiar..." Gwen murmured, and then they heard Max proclaim, "Ben! Do not let the intruder get what he wants!" "On it!" Ben yelled back.

They then caught up to the intruder right as he jumped off the balcony down to the center of the base. Max was waiting there for him, and he fired a couple shots from his gun at him, but they both missed. The quartet followed as he made a run for yet another hallway, before making a sudden left turn. "Hey! Isn't that were Julie's at?" Ben yelped.

As they turned the corner to meet the intruder, they saw he was indeed standing in a room with one of the tanks as well, but it was empty. There wasn't even any water inside. "Well, well, well," the intruder laughed, "It's the acclaimed heroes who took down Vilgax. And who also took a good chunk out of the SOS forces. You're all going to pay for that you know."

"Spare us the monologue," Kevin snarled as he absorbed the metallic wall, "Right now we take you down and keep you from... whatever." "You don't even know why I'm here? What this is?!" the intruder asked incredulously. "Less talk, more butt kicking," Kevin snapped back, and he charged and swung for the intruder's face. The intruder dodged with ease, and then grabbed Kevin's arm and threw him over his head and smashed him into the ground.

"Okay, so you're stronger than you look," Kevin panted from the ground, "No matter." Then he kicked out the intruder's legs from underneath him, knocking him flat on his back. Kevin then jumped up and got ready to deliver a crushing punch, but the intruder avoided him at the last second and kicked him in the chest, and jumped away. Charmcaster then punched him in the head from behind, sending him reeling. The intruder got up and snarled, "You're going to regret that."

"I don't think so," Kevin retorted, and then grabbed him by the head, and threw him against the wall, knocking his mask clean off. As he got up, Ben then realized why the voice of the intruder had sounded familiar. Because it was none other than... "Darkstar?!" he exclaimed in shock.

Darkstar, whose head showed no traces of the decay that it normally showed in their world, appeared confused. "I am not sure who this Darkstar is you are speaking of," he replied, "I am Michael Morningstar." "Uhh... okay then," Ben scratched his head, "What the heck are you doing with the SOS?"

"You don't know?" Michael smirked, and replied, "Like Nelson, I was a former Plumber. He decided old man Max was getting too big for his britches and he wanted a different life. I chose to follow him. Got treated much better down there than I ever did here. And now, I will use the technology they have created to make myself a hybrid of man and machine!"

Ben gasped, and whispered, "So the Plumbers did make Julie what she is... and they've somehow come up with the ability to create cyborgs!" "Indeed," Michael continued, having somehow heard him, "A very impressive thing indeed. This truly changes the dynamics of warfare. Why fight in a weak human body when you can be almost indestructible, and even if you do die, you can come back from the dead? And yet the Plumbers would keep this up. Keep it all to themselves."

"What do you mean...?" Gwen asked, confused, before suddenly Max ran in and yelled, "Don't, Morningstar! The machine is still quite primitive. It won't accept your part-alien DNA." "But why wouldn't it?" Michael retorted, "I'm more man than alien. You're just trying to trick me, you bastard!"

Then he flipped a switch next to the tank, opening a small door in it. Max fired some more rounds at Michael, but it just hit the apparently bulletproof glass, and Michael ducked in. A warning buzz went off, and then a metallic door closed in on the front of the tank, cutting off their vision to see what was going on inside.

"Will it really reject his alien DNA?" Ben demanded. "I don't know for certain," Max admitted, "I just know that the machine has not accepted other forms of alien DNA. I was trying to convince him to not do it, since you bunch seemed to be frozen like a bunch of statues." "And if it doesn't?" Ben wondered. "Then he becomes much more dangerous," Max replied grimly, "And we could be in a lot of trouble."


	11. Chapter 10

**Chapter 10 **

After waiting for a few tense seconds, there suddenly came a loud grinding and squeaking from the machine. "Is it supposed to do that?" Charmcaster asked, eyes narrowed. "No," Max replied, and then yelled "Out!" All five of them ran out of the room, and right on cue, the entire room exploded just behind them.

It took a moment for the smoke to clear, before the sucking vacuum of space quickly took effect as they realized there was now a hole in the spaceship where the cyborg machine had been. Ben slipped and fell, and started sliding towards the hole. "Ben!" Charmcaster yelped, and quickly slid after him. Gwen then put up a mana shield to keep her, Kevin or Max from being pulled in.

Ben at the last second grabbed onto a ledge on the edge of the hole. He took a quick look around to figure out his surroundings, and realized that Michael was hanging onto the ledge, appearing somewhat burnt but otherwise looking the same as before.

"Hello," Michael smirked, and started kicking at Ben trying to get him to let go. "Dude!" Ben yelped, and at that point Charmcaster reached the hole, and immediately gripped onto him to avoiding getting stuck in space. Ben, now having to deal with Michael fighting him and Charmcaster's weight and the vacuum of space pulling and eating at him, he wouldn't be able to hold on for very long, so he decided to take drastic measures.

He swung his leg up and nailed Michael right in the groin-who yelped, letting go of the ledge in shock. Before Michael could realize what he'd done, it was too late, and he was flying through space, screaming back various curses at Ben. "I can't hold on much longer, Charmcaster!" Ben told her, and she replied, "I know! Just let go!" "What?!" Ben shrieked, "Are you crazy?!" "Just trust me!" Charmcaster yelled back. Ben thought for a moment, and then let go.

"Ben!" Gwen yelled from the ship. After a couple of lingering seconds, she saw Ben and Charmcaster float up again, only there were strange sphere energy helmets around their heads, and Charmcaster was flying and carrying Ben. After she carried herself and Ben through the vacuum hole with little effort, she let go of Ben with one hand and while still holding him with the other, created an energy wall out of thin air, and slammed it over the hole, thus ending the vacuum effect, and dropping them both to the ground with a thud.

"How... how did you do that?" Ben asked Charmcaster, shocked. "Well, I'm not entirely sure how I flew us," Charmcaster admitted, "I've never done that before. The energy helmets would keep us alive, and then I was gonna have you turn into one of your aliens and you would fly us back in there." "Why didn't you just turn into an alien yourself with the extra Omnitrix you have?" Ben asked, confused. "Honestly, I don't think does me much good compared to my natural powers," Charmcaster admitted, "That's why I haven't used it since we defeated Vilgax."

Ben, contemplating what she had said, was interrupted in his thoughts by Max as he, Gwen and Kevin caught up to them and Max asked, "Will that wall you put up hold?" "Good luck getting that thing torn open again," Charmcaster replied dismissively. "What I wanna know is how the heck Ben wasn't torn apart or frozen or something by space," Kevin broke in. "That's a good question," Ben admitted, "It might have been the Omnitrix protecting me somehow. Maybe sent some alien DNA into my bloodstream or something."

"What about Michael?" Gwen asked. "Well, he's part-alien, so he won't have been killed by being out in space," Max replied, "But we won't seem him for a while if at all. I don't think he knows how to control his flight through space, so we'll just have to hope that he never gets picked up by a star cruiser or anything, or that he just gets burned by Earth's atmosphere if he flies through there."

"What I want to know is what's up with the cyborg technology," Charmcaster asked, "What's the point of that? If not for that guy's part-alien DNA, we could've gotten ourselves killed because of that contraption!" "It's meant to be a new frontier," Max replied simply, "For all species, humans or aliens. Because of this machine, your friend has been brought back from the dead twice now."

"So you created a machine to cheat death, is what you did," Charmcaster concluded. "Indeed," Max replied, "And so that we can transcend the abilities of our natural type of species. The weaknesses of things like a human body will no longer be an issue when you have a cybernetic skin that you can just shift into at will. We're still trying to figure out how to make the thing adapt to certain forms of DNA, but soon that won't be a problem either. It has worked flawlessly on humans, who were perhaps the ones in most need of it."

"Violating nature, in the name of living forever," Gwen spoke, annoyed. "What do you mean?" Max asked, confused, "This is best for everyone." "We're meant to live and die," Gwen retorted, "We don't have the right to dictate or change that." "Apparently we do now," Max replied stonily, "And it's best that you remember that. You cannot challenge my authority on the matter." Gwen decided to keep her mouth shut, but she still didn't look very happy.

"What now?" Ben asked Max. "You four should get back to the battle," Max replied, "Apparently the SOS sent reinforcements. I don't know where those bastards keep coming from, but we'll just keep chipping away at them until they're all gone for good." Then he waved away at them. "Go."

"This fellow definitely ain't like the Max I know," Kevin commented, once they were well out of his earshot, "He's way more ambitious. Perhaps almost too much so." "I think his heart's still in the right place though," Ben shrugged, who honestly hadn't cared much about the suggestions the cyborg contraption had. "Gonna trust anybody just because they were dear to you in your world, huh?" Charmcaster retorted, "I thought you would've learned your lesson about that by now." "Let's just get back to the battle," Kevin growled, "I feel like beating up some people."

**A/N: So, I've ultimately decided to can the Charmcaster prequel and instead tell the remainder of her story through flashbacks-which will be shown mostly in the 3rd part, but a couple will probably pop up in this one too. Ultimately, I think the third installment in particular is going to benefit from this, but both will benefit as it's going to help pacing quite a bit, I think. The midpoint of Part 2 was looking relatively slow, so it'll get a boost from that too. **


	12. Chapter 11

**Chapter 11 **

Upon returning to the surface of Earth, the quartet was surprised to find that very little was going on. The Plumber troops were mostly hanging back in the circular middle of the city, while others were hanging on the edge of SOS territory. The SOS members themselves were nowhere to be seen.

"What's going on?" Ben asked Bones once they landed and got off, "Did we win?" "No," Bones scoffed, "We forced them back into their territory. We dare not go in there ourselves-we could take the ships and attack them from above, but we're going to wait for them for now to come back and bring the battle to us." "Sounds risky," Gwen commented. "Wouldn't be any fun if it wasn't," Bones shrugged.

Charmcaster then stepped up to him. "Did you know about their little machine?" she snarled. "Watch your tone, woman," Bones retorted, "And yes, of course I knew. We all did. So what's the big deal about it?" "What's the big deal? Oh, only the fact that you're cheating nature and death!" Charmcaster shrieked. "Now, now, let's try to think about this in a logical manner," Bones replied, "What would you want to happen if a loved one died, or if you died, for example?"

Charmcaster didn't get a chance to answer that question, because at that point, a Plumber yelled "There's some movement in there!" "Be ready," Bones bellowed to all of his troops. The Plumbers watched the alleys with their guns trained and ready to fire. "Where are they?!" one of them yelled in desperation.

Then suddenly out of the darkness came flying a dark sphere. One of the Plumbers began, "Holy sh-" "Get back! All of you get back!" Bones yelled, before a massive explosion occurred, sending the quartet, Bones and those who were with him got thrown backwards by the shockwave caused by the bomb.

Ben shook his head to clear the ringing from his ears, and as he blinked his eyes he saw SOS soldiers emerging from the shadows, ready to face them. As the rest of the troops got ready to fight, Bones yelled, "So you wanna play dirty, huh?" "Don't you talk about playing dirty, damn you," one of the SOS soldiers retorted. "Where's your leader?" Bones mocked, "Let him speak for you!" "We don't need him to run you into the ground," the soldier spat, and then he yelled, "Attack!"

The SOS soldiers rushed forward, and the Plumbers met them to restart the battle. "Finally, some real action," Kevin smirked as he absorbed the concrete ground. He then rushed forward and started swinging his arms at SOS soldiers to send them flying. Ben then switched on the Omnitrix and turned into... "RATH!" he yelled, and then continued, "LET ME TELL YOU SOMETHING, SOCIETY OF SILENCE SOLDIERS! RATH IS GONNA SILENCE *YOU!*" before leaping into the battle.

"I've never seen that one before," Charmcaster commented as she started using her magical powers alongside Gwen to fight off soldiers. "Oh, he's the only one that makes you grab a bag of popcorn, kick back and just watch," Gwen replied calmly, more used to Rath's antics. Charmcaster shrugged and then focused her attention on the SOS soldiers, as the battle raged on.

* * *

Hours later, after a long battle, the SOS soldiers had finally given up and retreated. The Plumbers had lost a great deal of members themselves, and Ben and company were exhausted. Bones had told them to go wherever their place of dwelling was and rest up, because he doubted any more fighting would go on until morning. Nelson had never showed up during the battle, leading everyone to wonder about his absence-if he was biding his time somewhere deep in the SOS fortresses, or if he was dead, or something else.

"You think they'll continue tomorrow?" Charmcaster wondered. "Yeah, until someone's won or they're all dead," Kevin remarked. "Do we even need to keep helping them and wasting our strength?" Gwen asked, "The Plumbers are probably going to end up winning anyway. Do they even need us?" "I'm not sure they do," Kevin admitted, "But I know I want to keep kicking butt out there because I enjoy it. I'm sure Ben does too."

"That aside, I'm not entirely sure these Plumbers are worth trusting either," Charmcaster pointed out, "We still don't know what that Replacement Project is, and now we know they're doing things they certainly wouldn't have done in your world." "Well, I'd prefer to be there first when it actually happens," Kevin replied, "So I can just smack them up if they do something we don't like." Charmcaster looked at Gwen, and she agreed, "That probably is the best way of going about it. We need to know what they're doing, whether it's good or bad, so that we're not caught by surprise."

"Sounds like a decent plan," Ben admitted, and then decided to move for his upstairs room, followed by Charmcaster. "We'd better get some sleep," he suggested. Gwen agreed with a yawn and left the room. Ben opened the door to his counterpart's room, and noted the messiness of it. "Wasn't entirely sure I'd ever sleep in *here* again," he commented. Charmcaster remained silent, and Ben turned around and asked "What?" "Just a lot of memories in here," Charmcaster replied, "Some of them good, some of them bad." "Maybe we should move into a different house when this is over and just leave this guy behind us," Ben suggested. "I'd like that," Charmcaster nodded.

"In the meantime, for now, we should just get some sleep," Ben yawned, plopping down on the creaky bed. "At least tonight sleeping together shouldn't be a problem," Charmcaster smirked, crawling into the bed beside him. "No," Ben agreed. As Charmcaster eased into sleep behind him and Ben drew closer to sleep, he thought about something else. He felt it hard to accept that the Plumbers were doing anything wrong, but he couldn't help but wonder if his friends were right in their wariness towards them.


	13. Chapter 12

**Chapter 12 **

Charmcaster awoke to something she did not expect; and that was finding herself lying against a concrete wall with her arms confined by some shiny cuffs. Without thinking, she quickly tried to break out of them with her magic; however, she found that whatever she did only drained her more until she was almost hazed over.

Wondering what had happened and how she had ended up like this, she knew her questions would be answered when she saw Nelson walk into the room where she was being held. She instantly realized that she was in SOS territory again, likely in Nelson's dwelling. The realization made her skin crawl. "Ah, look who finally awoke," Nelson sneered.

Charmcaster struggled to speak, "H-how did you...?" "Get you here?" Nelson asked, "Well, it wasn't necessarily easy, I'll grant you that. Had to tranquilize everyone else. We left them alive in order to set a trap. As for your magic?" He nodded to a corner, and in stepped a person that was supposed to be dead: Michael Morningstar.

Getting some reserve energy back, Charmcaster spluttered, "I saw you fly into space! You died!" "That's the nice thing about having part-alien DNA," Michael replied coldly, "You can manage something like that. The good thing about is that I finally discovered my alien powers." He then stretched out his hand to a piece of meat laying on a nearby table, and shot a golden bolt out of his hand and caught the piece of meat with it, and after he retracted, the meat was now basically charcoal.

"That was a mere demonstration," Michael continued, "When I absorb things like that, I gain their energy. Something like that does nothing for me. Human energy... that gives me much power. It doesn't last, so I am looking for another solution. Meanwhile, I've basically become the SOS's main weapon."

"We can basically just wait for them to come in themselves and have our friend here destroy them," Nelson added, "And meanwhile, you and your friends are a slightly more difficult matter. So, we needed a different plan. We got one when the old man decided to show up last night. We had Michael here go back up to the Plumber station, wreck the forces, and steal some tech. We came back with this device-which draws energy from humans and other beings that use magic. It was apparently intended for Anodites, but as you can see, it has worked quite nicely for you."

"When Ben finds out, he's going to kill you," Charmcaster spat, "And all of your friends." "I'd like to see him try to kill me," Michael smirked, cracking his knuckles. "Besides, that's exactly the point," Nelson continued, "We want him to come here so we can take care of him for once and for all. He won't be able to defeat Michael. You might've been able to, if you hadn't been caught."

"You will regret this," Charmcaster guaranteed, "Just like everything else you've done." "Me?" Nelson raised his eyebrows, "I don't know why you're accusing me of stuff that I wasn't responsible for. You were with the Brotherhood, remember? Blame them." Then he turned away, and concluded, "I think it's time for us to make our exit. We have a war to fight on two different fronts."

As they left and slammed the door, memories came flooding to Charmcaster, who realized that she was alone in the company of the gangs for the first time since she killed the Brotherhood. She recalled the first time she had come here, and how she had been taken in by the person named Martin. In hindsight, years later, he hadn't been the nicest person-but he was as nice as she knew. And he had agreed to be her caretaker...

(**A/N: Flashbacks in italics)**

_"She's awake, Martin," Reg commented as he noticed her looking around, "We need to discuss this now." "Where did you find her again?" the one called Martin asked. "In the middle of the alley," Reg replied, "Never seen anything like it. We don't have abandonments like this in the gangs because we don't have families, and no one would head this far into our territory just to drop their kid off. If I didn't know better, I'd say she was teleported here or something."_

_"Good thing you know better, then," Reg's companion smirked, rolling his eyes at the concept. "You're lucky it wasn't a trap," Martin noted, "Those other guys from the SOS do some crazy stuff sometimes." "That's what I was trying to tell him!" Reg's companion broke in. "Shut up, Rod," Reg retorted._

_"So why did you guys take her in anyway?" Martin asked curiously. "Well, for one thing, I didn't want to leave her wailing there all night," Reg replied, "And also... I was wondering if maybe you would want to take her in."_

_Silence reigned for a few seconds. "What would make you think I'd want her?" Martin asked, with an edge of anger. "You both appear to have suffered loss recently," Reg pointed out, "She was screaming for her dad last night in her sleep. Maybe you could help each other."_

_"I don't know how Todd would take it," Martin commented, "He's pretty uptight. He probably wouldn't want anyone to have any distractions." "That's the thing," Reg replied cautiously, looking over in Charmcaster's direction, "We already talked to him about it. He's alright with this..." Then the two both leaned in and began talking to Martin in whispers. Charmcaster couldn't make out a word they were saying._

_Eventually Martin broke away from them, appearing horrified. "And you want to..." he began, but the other two both glared at him, making him not finish his original sentence, instead finishing with, "Cold-hearted bastards." Then they both leaned in and talked in whispers again. Once they broke away, Martin remained silent, appearing to be thinking to himself. The other two stood, apparently waiting for an answer of some sort._

_"Fine," he finally snapped, "I'll do it." _

It was only now that Charmcaster realized just what the goons had been talking about-and just how early on they had been planning to use her as a decoy/distraction with no actual regard for her life. Or her dignity. Despite that, she was still thankful to Martin for his raising her for much of her earlier years and at least not treating her like nothing. Unfortunately, he had not lasted. However, she did not want to remember that... or much else, either. She instead decided to try and put herself back to sleep and wait for Ben to come rescue her.


	14. Chapter 13

**Chapter 13**

"Max!" Ben yelled in his direction as he walked over to him, clearly pissed off and followed by Gwen and Kevin. Max had been talking with Bones about attack strategy, and was slightly annoyed to be interrupted. "What is it?" he asked gruffly. Ben handed him a note that had been left by Nelson. He had woken up that morning to find the note next to him and Charmcaster gone. The note read, _If you want to ever see her again, Tennyson, you and your friends will surrender yourselves to me._

Max looked up from reading the note and told Ben, "It's clearly a trap." "So?" Ben scoffed, "We need to form an offensive and get her back." Max thought for a moment, and then turned away with a "No." "No?! What are you talking about?!" Ben retorted. "No," Max replied firmly, "I'm not going to risk you guys or further soldiers by walking into their own territory. Besides, she'll probably get out on her own anyway."

"Don't you think she would have already done that if she could?" Gwen questioned him, and added, "We appreciate your concern, but we do need to get her back." "I'm not going to send in any Plumber soldiers," Max stated with a tone of finality. Ben stared at him, dumbfounded. "You're really willing to sacrifice a life just so you won't have to risk any more?!" "Exactly," Max agreed, "I'm not going to risk losing multiple lives in comparison to losing just one life."

Ben continue to stare in shock at Max. Only now was he beginning to realize that he did not share the same code of ethics as the Grandpa Max that he had known. "Fine," Gwen answered for him, "We'll rescue her ourselves." "Actually, you're not going to do that either," Max declared. "Oh?" Kevin asked challengingly, "And who's going to stop us?"

Max signaled to his soldiers, and within an instant there were guns trained on the three of them, ready to fire and execute them. Gwen's eyes widened in shock. "What are you doing?!" she shrieked, "We're your grandchildren!" "Be that as it may," Max growled, "I'm still prepared to do what I must for the sake of the greater good."

"And who says what the greater good is?!" Kevin snapped, "You?!" "Exactly," Max agreed, "We are the law of the universe. We can do with it what we want. You may have heard about something called the Replacement Project. Well, to put it simply, the human race is contributing absolutely nothing to the universe. All they do is eat away at themselves. You have those bastards in there"-he gestured to SOS territory-"And then you have those people who are too cowardly to do anything. Now, there are some species out there who contribute more to the universe who are not only almost extinct, but they have no home. Destroyed by someone like Vilgax. What will we do, you ask? We will exterminate the human race, and let a new species live here instead. We decided to keep you, because we thought you could be useful. But you're too attached to yourselves. To these humans."

Ben and Gwen both stood there, horrified at what they had just heard. "You'll commit genocide just to give a new species a home to live?!" Gwen asked incredulously, "You could just give them the home and leave us alone!" "Coexistence? We tried that," Max replied dismissively, "It's impossible. We tried leaving two species on one planet, but they would not stop fighting and they ended up destroying their own planet. What are you going to do to stop us, anyway? There's only three of you."

"First we're going to make it so there's four of us again," Ben declared, "And then we will stop you." "I guess I admire your bravery," Max shrugged, "But it will be for nothing." Then he turned to his soldiers and declared, "Kill them."

Gwen put up a mana shield barely in time to stop the onslaught of lasers and bullets. "This thing isn't going to hold forever!" Gwen informed them, "Got a plan?" "We go and rescue Charmcaster," Ben replied simply, "And then we deal with whatever business we need to deal with." "How do you propose to do that, going into a mass of armed psychos?" Kevin asked. "I have a plan," Ben stated, "It can be done without you two. You can just buy me time while I get over there." "Fine," Gwen agreed.

Ben switched on the Omnitrix and turned into... "Nanomech!" he squeaked. "Ah, good, they'll never find you then," Gwen commented, and then she opened the shield, and swiped a mana wave at the Plumbers, knocking down the first wave. Nanomech flew out, and started making a beeline directly for SOS territory. "There's a lot of these guys!" Kevin yelled, "What do we do?" "Just take out as many as we can!" Gwen replied, and Kevin grabbed a charging Plumber soldier, absorbed his metal armor, and then charged directly into the midst of the soldiers, bullets and lasers now simply bouncing off him. Gwen continued to shield herself from enemy weapons, occasionally throwing more mana bolts at them.

After a while, they had taken out several of the Plumber soldiers, but they were beginning to wear out. "Got a new plan?" Kevin yelled, and Gwen, realizing that Nanomech had gotten far enough anyway, nodded and replied, "Get over here!" Kevin obeyed and then Gwen used a teleportation spell to take them back to the house.

"Now what?" Bones growled, "Things are really beginning to get out of hand. Can't we just blow up the planet?" "No," Max replied firmly, "We need to make room for one of our other specimen. Let them go for now. We will focus on SOS for now, and wait for them to crawl out of the hole. The kids decide they want to bring the battle to us, then let them." "If they do get the witch back, then we are going to be in a lot of trouble," Bones warned him. "That's why I'm hoping that the SOS will take care of those enemies for us," Max agreed, "After all, the last time we let something play to chance, it worked out perfectly in our favor. I think we can take that risk again. Besides, we really don't have another choice." "Very well," Bones nodded, and went back to the soldiers, who were counting the dead.


	15. Chapter 14

**Chapter 14 **

Charmcaster awoke to the pressure of something light on her face accompanied by a buzzing noise. She quickly went to swat it, although it immediately depleted her energy. "Hey!" she heard a quiet squeak, "Charmcaster! It's me!" "Ben?" Charmcaster squinted her eyes, looking at the insect that was flying in front of her. "'Bout time you got here," she whispered, and added, "Where's Kevin and Gwen?"

"Fighting a bunch of people," Nanomech replied, "I'll explain later. The tide has turned... what?" He noticed that Charmcaster was giggling. She caught herself, and replied, "I just can't take you seriously with that voice." Nanomech sighed, and switched back to Ben, before remarking "I was going to have us go for the stealth option, but screw it, I guess we can just fight our way out of here too." He then switched to "Diamondhead!" and smashed the device that was confining Charmcaster. The shining cuffs melted from her wrists, and she felt her energy instantly return.

"Right, I'm good," Charmcaster confirmed, "Let's go..." she was interrupted by the entry of a random SOS henchman entering the room. "Really?" Diamondhead groaned, "You had to intrude now?" The soldier immediately yelled into his radio, "Prisoner escaped! Intruder..." Charmcaster then used telekinetic powers to slam the soldier against the wall, knocking him out immediately. "Got a plan?" Diamondhead asked, and Charmcaster replied "Get out of here and take out any bastards that get in our way." "I'd kiss you if I weren't alien," Diamondhead commented.

Charmcaster smirked, and then tore open the door telekinetically, and exited the building. They then quickly made a run for it, finding the area silent at first, but quickly were surrounded in a circle by SOS soldiers, with tranquilizer guns trained on them. "Are you kidding me?" Diamondhead laughed as he and Charmcaster lined up back to back, "I'm freaking crystal! Those things won't work on me this time!"

The soldiers fired anyway, and shortly Diamondhead had several meaningless darts sticking out of him, and Charmcaster had telekinetically stopped darts from reaching her. Diamondhead sighed, and plucked a random dart out of his shoulder, and lamented, "I told you, but you wouldn't listen!" He then threw the dart quickly, and it hit one of the soldiers right between the eyes. Charmcaster then redirected her darts straight at the soldiers, and they knocked down the first line of the soldiers.

"Light 'em up!" one of them yelled, and and they pulled out machine guns and started tried that instead. They simply bounced off Diamondhead, who laughed, "That tickles! Stop!" while Charmcaster simply sent the bullets flying in different directions. They then tried pulling out stolen Plumber laser guns, and fired that at them. The blast knocked Diamondhead backward a little bit, bumping Charmcaster; he dug his diamond-crusted hands into the ground to stop himself. Charmcaster, meanwhile, quickly put up a transparent magic shield which reflected the laser blast and sent it flying right back at the soldiers, which took out several of them.

"Okay, I'll try something different," Diamondhead decided, and switched to... "Chromastone!" The soldiers went ahead and fired yet another laser blast at him, which he simply absorbed, and then fired his own colored powered-up blast right at them, knocking several of them out. Chromastone and Charmcaster prepared for the onslaught of more weapons, but they were interrupted by a voice yelling, "STOP!"

They looked up and saw Nelson actually gliding on a platform down to the ground to meet them. "Well, well, well," Nelson smirked, "I see you walked right into my little trap, Tennyson." "I figured there'd be one," Chromastone replied, "It would have been too easy for there to not be. But I wasn't particularly worried about it. You can't stop both of us." "No, I can't," Nelson agreed, "And that's why someone else is going to do the job for me."

One of the lines of soldiers parted to reveal a new figure entering the circle: Michael. "Him again?" Chromastone groaned. "Yeah, I kinda forgot to mention that part," Charmcaster commented apologetically. As Michael got closer, Ben noticed that his face looked somewhat grayer and more wrinkled than before. "Did he look like that before?" Chromastone asked, realizing that Michael was looking closer and closer to the Darkstar that he had known. "No," Charmcaster admitted, "He was the picture of health last night."

"Tennyson," Michael declared with an edge, "So you did show up. You are a fool, indeed." "How did you survive?" Chromastone asked curiously. "Part-alien DNA," Michael replied, "That can save you from the vacuum of space. The incident also led to discover my powers. The only problem is, since I have, I've gotten more and more desperate for more power! And the effects are beginning to show! And whose fault is that?!"

"Yours?" Chromastone suggested, and Michael snarled, "No! It's yours! You kicked me off that ledge! And now I'm gonna make you pay. Your power and life force will be very satisfying." He then quickly charged, and knocked over Chromastone, and sent out an energy bolt that locked around him and began stealing his power. It didn't last long, however, as he found his connection with Ben interrupted. Charmcaster had lifted him up, and thrown him against one of the nearby house walls.

"Try a different one," she advised Chromastone, who nodded, and switched to... "Echo Echo!" he yelled, and quickly divided up into ten different copies as Michael got up and came back for more. Michael quickly locked one of his energy bolts onto one of the random clones, but then the rest of them let out their sound wave screams, making Michael scream and cover his ears. After a moment, he quickly struck the ground with both hands and sent out a black energy wave which sent all the clones flying into various places. One of the clones landed in the middle of the clearing and reverted back to Ben, and the remaining clones disappeared.

Michael stalked over to Ben, who was trying to drag himself up, but Michael shoved him down to the ground and went back to absorbing his power. Charmcaster quickly ran over to help him, but was stopped by Nelson, who grabbed her from behind and yelled, "You will not interfere!" Charmcaster swung around and punched him in the face. Nelson got right back up and raised his hand to strike her. Charmcaster grabbed both of his outstretched arms before they could reach her, and she hissed, "You dare?"

Then volts of electricity traced themselves through her arms and straight into Nelson's body, giving him a nasty shock and making him shriek in pain. Then with one swipe of her hand, she sent Nelson flying backwards telekinetically at high speed, slamming him hard into one of the house walls with a sickening crunch. Nelson slumped to the ground, unmoving.

Charmcaster then walked over to Michael, who was still stealing Ben's power, and gloating "Yes, your power will sustain me well." "Not today," Charmcaster snarled, her eyes with shining with power, as she once again lifted Michael up from Ben, disconnecting them. She held him up in the air for a moment, and then sent him flying far, far away into the horizon.

She then looked down at Ben, who seemed pale, and helped him up. "You okay?" she asked. Ben nodded, and added, "I'm really glad you're not my enemy." Charmcaster then kissed him briefly, and replied softly "You never will be." They then looked over at the remaining soldiers, who had all retreated or were backing away slowly. They then noticed that Nelson, who was somehow still alive, was struggling to get up. He noticed them, and snarled, "Get out. And don't come back if you know what's good for you."

Ben instantly knew that Nelson and the rest of the SOS were at his and Charmcaster's mercy. "We should kill him," Charmcaster whispered, apparently having realized the same thing. "No," Ben replied, "That would make us no better than them." Charmcaster sighed, appearing disappointed, and Ben grabbed her hand and led her out, telling her, "Let's go. There's a lot I need to bring you up to speed on." "You think Michael's still alive?" Charmcaster asked, "You know what he's capable of better than I do." "Yes, most likely," Ben replied, "But hopefully we won't screw with us again. We've already got enough to deal with."


	16. Chapter 15

**Chapter 15**

After they had gotten back to the house and caught Charmcaster up on the Plumbers' treachery, Charmcaster had simply crossed her arms and said "I always knew they couldn't be trusted." "So wait, did you guys actually kill Nelson and Michael?" Gwen asked, still stunned by the tale of what had happened earlier during the rescue. "I tried," Charmcaster shrugged, "But Nelson survived somehow, although he was pretty badly injured. I have no clue about the other guy-I threw him a long way." "He can fly, you know," Kevin pointed out, "So he probably didn't end up getting crunched like Nelson did." "Oh well," Charmcaster shrugged, "We'll get him next time; that is, if he dares to mess with us again."

"You don't seem to care about killing people," Ben decided to bring up. "Not particularly, if they deserve it," Charmcaster replied, "We killed Vilgax and Psyphon, remember?" "That was different," Ben replied, "That was to prevent the destruction of the world. The point is, we don't kill if we don't have to." Charmcaster shrugged, seeming rather indifferent.

Ben was going to continue onward, but at that point there was a knock on their door. Ben opened it, and there stood Max alone. "What do you want?" Ben asked wearily, hardly in the mood for another fight. "To talk," Max replied, and looked over and saw Charmcaster. "I see you managed to pull off your little suicide mission, somehow. I hope you realize how much you jeopardized the more important mission, though."

"Your genocide mission?" Charmcaster snapped. Max raised his hands, and replied calmly, "Look, we let things get a little bit out of hand earlier. We want you guys on our side; we really do. Honestly, we can't do it that easily without you." "You probably could now," Charmcaster smirked, "We trashed their place. Nelson is severely injured; he might've died of his injury for all we know. We took out a good quarter of their troops."

"That's all well and good," Max agreed, "But you haven't accounted for their next move. Yes, the SOS may be slowly dying, but wait until they make their alliance with the rest of the gangs. They're still in there. Hiding somewhere. When they show up in all their forces together, we're going to need you to help us restore order."

"Say we agree with you on that part," Ben suggested, "But what then? Then we join you on your genocidal mission? And then we go with you in your mission to do the same to other planets?" "You could say that," Max said uneasily, "But think about this. Is humanity really worth saving? You have the bastards in the alleyways, and you've got those who contribute nothing. They just follow whoever's leading." "We can just start anew," Ben suggested, "And create a new world with what's still standing."

Max sighed and asked wearily, "You're committed to this foolish course, aren't you?" "Looks like it," Ben replied firmly. "Very well," Max replied, "We see you again, we will treat you as we would any enemy. I'll give you one last piece of advice: get off this planet while you still can, because when we're finished with it, you won't be able to survive here. No human will." Then he departed.

After he had left, Kevin asked "So what's our next move?" "I'm not really sure," Ben admitted, "We can't fight for either side, so we could just grab a seat and watch the fireworks. I guess we just wait until one side's defeated the other and make our move then. With any luck, maybe they'll tear each other up till there's nothing left. Other than that, I don't know what we can do..."

"Wait, what about Julie?" Gwen asked, "Do you think she was in league with the Plumbers?" Remembering something, Ben instantly replied, "No, no she wasn't." "How do you know?" Kevin asked. "She told me herself," Ben informed her. "How is that possible?" Gwen asked in confusion. "She spoke to me briefly while she was in her tank, remember?" Ben replied, "And I didn't want to tell you guys right then just in case. She knew about the whole Plumber thing before we did."

"Damn," Kevin muttered, "They'll probably either force her to do their dirty work or they'll kill her permanently." "Well, I think we know what our next move should be," Gwen suggested, "We need to infiltrate that Plumber base and get her out." "What if she isn't fully healed yet?" Charmcaster asked. "That's a risk we may have to take," Ben sighed, looking down at the floor, "We've got a good chance to get her out while the war down there is going on. If she's ready, we get her out-and if she's not, I guess we just leave her and hope we can try again later."

"Fine," Charmcaster sighed, not looking too happy about the situation, "What's the plan?" "Well, I think two of us should go and steal a Plumber ship while the war is going on and sneak up there and hope we don't get noticed," Ben began, "And if we do, they'll probably only send one or two ships after us and we'll take care of them. Two of us should stay down here just in case the situation gets critical. I guess I'll go, because I want to find out what she knows." "Then I'm coming with you," Charmcaster replied instantly. "I guess we'll stay down here," Kevin droned, not looking too happy about not having had a say in his part.

* * *

Later after everyone had gone to bed, Ben decided to bring something else up to Charmcaster. "You know something that I still haven't figured out?" he asked her, "How you manage to suddenly get super-powerful and unbeatable, but only part of the time." "I think that only happens when I get angry," Charmcaster replied, "That's the same way I discovered my magical abilities. I got angry." "Well, it might not hurt to have you angry more often then," Ben shrugged, "As long as we can avoid you unnecessarily killing people." "I guess we'll see," Charmcaster yawned.

Ben quickly went to sleep. Charmcaster lingered awake, though, thinking about the night that she *had* discovered her powers.._. _No, she told herself, she didn't want to remember that. She tried flickering through different memories that weren't too painful; being raised by Martin, her caretaker who had tried to protect her from the harshest side of the Brotherhood, but unfortunately it hadn't worked. Then a different memory came involuntarily flooding in; from the time when the Brotherhood had made an alliance with the SOS to take down the HET (Holy Eternal Terror). And the battle that had raged during the night that she had been forced to take part in...

_As Charmcaster attempted to make her way across the carnage, she kept finding herself met with various gruesome sights as she watched people getting their heads blown off, and various people lying around dead with holes in their chest or missing limbs. It was no place for one like her, she thought to herself. "Will this ever end?" she asked herself. _

_"Hey! Over here!" she heard the voice of Todd yelling from behind a small brick wall, where they were set up with massive sniper guns. She made her way over there, stepping over the bodies and trying to avoid being killed herself. "Reg just went down," Todd informed her once she had reached their assault point, gesturing to an unattended gun with a dead body right below it, "Get in here and start taking down some bitches." Charmcaster nodded, not wanting to disobey orders; she knew punishments weren't exactly good and even Martin couldn't protect her from them. _

_As Charmcaster began looking into the scope of the sniper, she began wondering to herself, Where is Martin? It didn't take her long to find him; he was struggling in a knife fight with a HET goon. She decided to lock the sniper on Martin's opponent. She had her finger on the trigger, and was ready to fire, but she was quickly met with a voice in the back of her head telling her not to do it. You're not a killer, the voice told her. She was about to listen to it when she heard Todd yell at her, "What are you doing?! Take someone out!" _

_Charmcaster quickly jolted back to reality, and began to uneasily convince herself that this was war, and that people were dying anyway. She was ready to pull the trigger this time and take out Martin's opponent, when suddenly something small flew right between them that caught her eye. A grenade. _

_"NO!" she shrieked as both Martin and his opponent were sent flying by the explosion of the grenade, blood splattering everywhere. Charmcaster jumped over the wall and ran towards Martin. She ignored the screams of Todd to get back to her spot, and ran to Martin. Once she got there, she could barely bring herself to look at him; for there was a hole in his torso, from which blood was spurting profusely, and his face was covered in mud and blood. Martin coughed and gasped, trying to spit out something, and began "Charmcaster..." but trailed off and breathed no more. _

_It was at that point that a gun handle slammed into Charmcaster's head and everything went black._

Charmcaster was jolted from her memory with a gasp. She looked down and was surprised to see Ben still snoring. Everything else was sort of a blur in her head; the war had been lost, HET had kept control of Bellwood, the SOS had gone back into hiding, and the Brotherhood had suffered heavy casualties. They, of course, had blamed her for the loss due to her inability to kill followed by her abandoning her post when Martin had been killed. _How long ago that was, _Charmcaster thought, _When I struggled to kill someone. _Now she barely blinked at the thought.

What happened next was a memory that Charmcaster didn't want to revisit. Such that she cast a sleeping charm on herself. The last thought that crossed Charmcaster's mind before she was met with blessed darkness was: _When will all this end? _


	17. Chapter 16

**Chapter 16**

The next morning when the group woke up, they could hear a faint booming sound of possible explosions from the other side of the city. "Did they start up again?" Gwen wondered, while Charmcaster asked, "How is that even possible? We took out half of the SOS's ranks yesterday!" "I guess they're still trying to put up a last ditch effort," Ben sighed.

"This is the perfect distraction time for you two to go on your rescue mission," Kevin pointed out to Ben and Charmcaster, "Just steal a ship while no one's looking, and then head on up there." "Good point," Ben agreed, and added, "You guys think you'll be able to handle it down here on your own?" "Doesn't look like we got much of a choice," Kevin shrugged, glancing at Charmcaster as he said this. "Be careful," Gwen told them. "Come on," Ben smirked, "When aren't we?" Gwen glared pointedly at him, and Ben shrugged.

"We should've gone with them," Gwen commented after Ben and Charmcaster had left. Kevin shrugged and replied, "Someone needed to stay in case things got bad down here." "I dunno," Gwen crossed her arms, "I just got a bad feeling about this plan." "Come on," Kevin replied, "Once they get Julie out of there, then they're going to kick butt and get their way out of there easily." "And if Julie can't go?" Gwen asked, "They'll be in big trouble then." "Remember, they just took out a whole army of terrorist maniacs," Kevin pointed out, "They'll be fine."

* * *

Once Ben and Charmcaster got back to the center of the city, they saw that indeed the two armies were fighting each other, while the SOS's army did look much smaller than before and the Plumbers were slowly chipping away at them. They weren't all that far away, but the Plumbers hardly took any notice of them as they were focused on their present task. The Plumber ships weren't sitting too far away, a lonely figure, hardly even guarded, as if they didn't expect anyone to steal them even though Michael already had earlier.

"Where's Nelson?" Ben wondered, "It seems like he's never here at these battles. Too scared to get involved in the action himself?" "Or he's still recovering from the whooping I gave him," Charmcaster suggested, before asking, "So what's the plan?" "Go invisible or something like that and take one of those ships there and hope no one follows us." "Simple," Charmcaster agreed, "Let's go for it."

Charmcaster then muttered a random spell and turned invisible, while Ben turned on his Omnitrix and switched to ChamAlien, and quickly turned invisible as well. The two unseen figures then headed straight for the ships, both hopping in one. Ben, hoping he could figure out to fly the ship, switched the ship on, which immediately elevated itself off the ground. Ben pulled up the steering wheel, and the ship shot upward. The controls were very different, but Ben was getting the hang of it fairly quickly. To give himself more space, he switched back to Ben. Realizing they were out of sight of the Plumbers by now, Charmcaster turned herself back visible.

"Do you even use that extra Omnitrix we got from Vilgax at all?" Ben wondered. "No," Charmcaster replied, "I removed it and put it somewhere safe. I don't need it anyway." "Someone else should be using it then," Ben replied, "Kevin, maybe. But that thing doesn't need to be lying around for someone to steal. What if Nelson had taken it when they kidnapped you?" "They don't even know what it is!" Charmcaster retorted indignantly.

"Okay, then, what about the Plumbers? They could've..." Ben began, but then he saw something approaching them in the mirror, and then finished with, "Speak of the devil. Look who decided to join us." Charmcaster looked out the back of the ship and saw another Plumber ship swiftly approaching them. "Now what?" Charmcaster asked, and Ben replied, "Just keep going, and hope we can outrun him with that head start."

However, the other ship was gaining on them fast. As they began to reach Earth's atmosphere and space, a voice broke into the intercom speaker above their heads. "Ben and Charmcaster!" Max's voice boomed, "Stand down! I don't know what you're doing with this ship, but it doesn't matter. You can't take it." "That's not going to happen!" Ben yelled back, not even knowing if Max could hear him. After a moment of silence, Max's voice was heard again saying "If you don't stand down, I'll shoot you out of the air." "You can try," Ben retorted.

It was at that point that they reached space, and the Plumber station was immediately within sight, not too far off. Ben then twisted the ship away from Max's line of sight right as he fired some yellow bolts at them, and Ben then twisted the ship back around towards a direct course for the station. Max fired some more yellow blasts at them, and then Ben pulled the ship into a barrel roll. As the ship settled back, Ben smirked, "I've always wanted to do that." "That makes one of us," Charmcaster groaned, looking like she was going to barf from the stomach-twisting stunt.

It was at that point that a massive explosion knocked them both forward in their seat as the ship was hit from behind. Alarms immediately went off in the ship as it began spinning out of control. "Damn it," Ben swore, frustrated with himself for having gotten cocky for a moment. He then pulled up the steering wheel as far as he could, which kept it headed for the Plumber ship, but now it was speeding out of control.

"Can you sent it towards the docking chambers?" Charmcaster yelped, and Ben grunted, "Maybe," as he struggled to get the ship under some sort of control. Then he heard a new voice coming over the intercom yelling, "You do not have clearance to dock! You must stop!" Ben assumed it was coming from whoever was maintaining the docking chamber. "Can't do that! I suggest you open!" Ben retorted as they sped straight for the large door where the docking chamber was hiding behind.

"This one isn't going to end well," Ben groaned, "I'm sorry." Charmcaster, realizing they were heading straight for a crash, shrieked "NO!" and as the other voice yelled over the intercom "You do not have clearanc... oh sh-!" as she grabbed Ben just a second before impact. The ship crashed through the docking door, exploding in the process. The resulting flaming fireball crashed through many more ships, taking them out as well, leaving a scene of destruction.

Charmcaster deactivated the forcefield that she had used to keep herself and Ben safe, and then quickly sent forth a plastic substance out of thin air to plug up the hole in the door that had been causing a vacuum. "Ah," Ben commented, "One of Gwen's tricks." "I take it the forcefield is one of her favorites," Charmcaster replied. "You could say that," Ben agreed.

They heard Max's ship angrily buzzing past the door, which interrupted them from their brief moment of rest. "We'd better get going," Ben sighed, "We don't want to run into too much trouble while we're here. At least not yet."


	18. Chapter 17

**Chapter 17**

Gwen was sitting on a forlorn bench next to a closed business, watching the battle that was ensuing in front of her between the Plumbers and the SOS. The SOS had indeed taken a beating from Ben and Charmcaster; they were getting slowly overtaken by the Plumbers, even though they were taking occasional bites out of their lines.

Kevin joined her, with a bag of popcorn. "Seriously?" Gwen glared at him, "You brought that here?" "What?" Kevin shrugged, "This is entertainment at its finest. These guys are tearing each other up and they don't even realize it." "I'm not sure why we needed to stay here," Gwen muttered, "It's not like anything big's gonna happen here. They'll probably still be fighting by the time they get back with Julie." "Well, you never know," Kevin shrugged, "They might take a little longer. Once they get rid of their assailants, they might take a quick moment..." he trailed off when Gwen glared at him.

"Well, I guess I might as well *try* to enjoy myself somehow, if that's even possible," Gwen muttered, as she slumped back and watched the bodies and bullets fly. Instead of getting excited, she had actually almost fallen asleep when suddenly Kevin elbowed her, and whispered, "Hey! Something's happening!" Gwen looked around, and Kevin gestured in the direction of one of the taller buildings, and standing there was a masked man with a rocket launcher. Kevin had immediately realized this wasn't an SOS soldier. And then without even looking, she noticed two more of them hanging around in similar spots.

"Why didn't they try this earlier?" Kevin asked, confused, "They could've ended this way faster." Before Gwen could respond, they heard a loud voice shout "NOW!" Then the agents with their rocket launchers let loose, aiming straight for the Plumbers. They actually noticed four of the lethal projectiles flying towards the Plumbers, and when they reached their target, explosions let loose. Bodies flew. Blood sprayed. Smoke fumed.

Once the air cleared up, it appeared as if a good third of the Plumbers had been taken out by the strike. The Plumbers were milling about in confusion now, and Gwen and Kevin heard Bones screaming "Get back to work! Don't let this distract you!" though he seemed to be wasting his voice as his troops were in a state of pure panic, perhaps rightfully expecting another strike.

"Well, well, well," a familiar voice cackled, "It sure seems as if your troops are prepared." Gwen and Kevin looked towards the lines of the SOS soldiers, hardly believing it, but there was Nelson indeed. Only now he was in a wheelchair. He was able to wheel himself around, but he seemed like a shell of his former self. He looked more tired and worn than before, and yet he still had a confident gleam in his eyes.

"Nelson?" Bones stepped forward in disbelief, "You're still alive? I thought the teenagers killed you." "Nearly," Nelson admitted, "I no longer possess the ability to walk. However, I only see this as a setback. I still possess my leadership skills, and a will to survive." "So you're going to wheel out here in your chair and think you're going to defeat us?" Bones smirked, "Don't tell me you just used the rocket launchers as a grand entrance for yourself. That's only going to make us fight harder."

"It wasn't just a grand entrance for me," Nelson replied coldly, "It was an entrance for everyone who still hides in the shadows." Kevin and Gwen watched as more soldiers with different uniforms started creeping out of the shadows from where gang territory began. "You may or may not remember some of these people," Nelson continued, "The ones who do not wear a mask are the Society of Justice (SOJ). They were splintered from us, actually. But they have agreed to join us today to protect the world from you. And the ones with the helmets? That would be the Holy Internal Terror (HIT). They ruled here before the space squid came, and then they went into hiding; and yet they're back."

More of the soldiers with different uniforms came marching out. There weren't very many of the SOJ, but there were quite a few of the HIT. The combination of the rocket launcher strike and now the new gang forces led to them now appearing to outnumber the Plumbers. "Unfortunately, the Brotherhood are no longer with us," Nelson falsely lamented, "We've got our witch friend to thank for that. But we've still got enough to beat you now. And I'm sure you're wondering why we didn't just eliminate all of you with another rocket launcher strike? Well, the answer to that is: where's the fun in that? I enjoy a good fight. I just wanted to even the odds a bit before we continued onward. Now, then..."

He leaned his hand forward and the now combined army surged forward towards the panicked Plumbers, and quickly started to become overtaken by the larger army. "Shouldn't we do something?" Gwen asked. "No," Kevin shook his head, "If one of the two sides is eliminated, the easier it is for us to defeat the remaining one." "Still, though, this is kind of the big change that Ben had us stay behind for," Gwen pointed out.

Then, much to their surprise, Bones suddenly made his way out of the massacre. Apparently he had noticed them, and he was now making his way over to them with a murderous look on his face. "You bastards," he snarled, "Your two friends would go and steal a ship and do who-knows-what while you two just sit here and watch? You would just sit here and watch them destroy us?" Kevin didn't respond, and Bones then whipped out a laser gun, and spat, "Max still seems to think you can see reason, but I know better. There is no longer any reason to let you live."

He fired his laser gun, but Kevin had absorbed the metal wall at the last second, and it simply left a burning hole in the metal shield his body now was. Kevin jumped up, taking a couple more meaningless hits, before he reached Bones, grabbed his gun, and smashed him over the head. Bones slumped to the ground, unconscious.

As Kevin began to walk away, he noticed they had yet another visitor. It was Nelson in his wheelchair, seemingly unnoticed by the Plumbers. "Well done," he complimented Kevin. "What do you want?" Gwen asked him coldly, "You hear to give us another offer for allegiance?" "I'm past that point," Nelson retorted, "I'm past a lot of points now. I hope you didn't believe me when I said I like a fair fight, because that wasn't true. This isn't war anymore. I have plans. First we're going to eliminate those Plumbers, and then we're going to destroy you and your two friends for all the trouble you've caused us."

"And just how do you plan to do that?" Kevin smirked, finding it hard to take a threat seriously from a man in a wheelchair. Nelson smirked and replied, "I'm not going to tell you everything. You get to watch the fun yourself before your end comes." He then wheeled away, leaving Kevin wondering what he was referring to. It was only at that point that he noticed what appeared to be a group of HIT soldiers carrying a suspicious looking device past the battle lines.


	19. Chapter 18

**Chapter 18 **

Ben (as Diamondhead) and Charmcaster raced through the ship, knocking various Plumber guards out of their way. Even the ones who knew they had no chance tried to take a swing, and ended up slamming against the wall. "Do you remember where she's at?" Charmcaster asked as they kept running. "Somewhere down here, I think," Diamondhead replied, gesturing towards the hall where there were various large openings, presumably leading to the cyborg chambers.

It ultimately didn't take them long to find Julie's. She was still in her tank, suspended in mid-air in her cyborg form. Her previously smashed head appeared to be fixed now. "How do we know if she can go or not?" Charmcaster crossed her arms, and Diamondhead replied "I have an idea." Remembering how Julie had communicated to him before, he reverted back to human form, and ran up to the glass, put his hands on it and whispered, "Are you ready?"

For a moment there was no response, but then her head suddenly reverted to human form, and he heard her speak "You're here again? I thought they would have killed you already." Ben shrugged, and replied, "I guess I'm hard to kill." Looking at the tank, he added, "How do I get you out of here?" "Just smash the glass," Julie replied, "I've been ready for a couple days. I don't think I'm any more use to them."

Ben nodded, and switched his Omnitrix to Humungosaur and punched the glass, leading the liquid inside to come rushing out, followed by Julie. Charmcaster waved her hand, and the liquid froze, keeping it from going any further and also keeping more from coming out. Julie laid on the ground for a moment in her cyborg form, sparking, but then she raised herself and reverted to full human form. Ben, having reverted back to normal, immediately noticed her clothing was very different; instead of her usual apparel which she had kept before in her cyborg form, she was now wearing some sort of tight black leather jumpsuit.

"Sorry," Julie spoke, "I haven't felt real air for a while." "You won't be feeling it for much longer," a voice growled from the entrance door, and the three turned around to see Max standing there, with multiple guns holstered over his back. "Max," Julie snarled, "I see you're still unfortunately ticking."

"Indeed," Max agreed, "And I'm sorry to see that you've chosen the wrong side. You were the first of our greatest creations, one of our wildcards. And I'm also sorry to see that you two-" he gestured to Ben and Charmcaster "-insist on keep interfering in our operations. We really wanted you on our side, but I guess I'm going to have to destroy you all now. At least I get to kill three birds with one stone."

"Destroy me?" Julie smirked, shifting into cyber form, "I'd like to see you try, old man." Max then whipped out a laser pistol, and started firing away at Julie. The lasers had virtually no effect on her cyber skin; she started running towards him, and before Max could react, she had tackled him and slammed against the wall. Taking his gun, she reverted back to human form and stood over him, pointing it directly at his head.

"Well, this is certainly different, isn't it?" Julie glared down coldly at him, "I should really kill you. You've done enough damage." "How did you even find out about what we were really planning?" Max asked, "You were stuck in a resurrection chamber!" "Your men talk loudly," Julie replied simply. "Ah," Max sighed, appearing disappointed, "Well, I guess you've won. Do it."

"Gladly," Julie snarled, preparing to fire a killing blow at Max, but Ben grabbed her arm and stopped her. "What are you doing?" Julie asked, "You know what he's done!" "Yes, but that doesn't give us the right to kill him in cold blood," Ben replied. "Are you going to give me the speech about how I'll never be the same if I kill him like this?" Julie asked coldly, "How I'll regret it forever? How it'll tear my soul apart? Guess what, Ben; it doesn't matter. I'm a machine. I won't feel anything."

"What happened to you?" Ben whispered, realizing Julie had become more cynical since finding out about the Plumbers' treachery. "Now let go of me," Julie snarled, taking her eyes off Max for a second. In that second, Max knocked his gun out of Julie's hand and out of reach. He then pulled out a much bigger gun from behind his back. "Look out!" Julie yelled, realizing her mistake, and quickly going into cyber-form to protect herself and Ben.

The blow from the much bigger blast from the bigger gun sent both of them flying. Julie and Ben laid on the ground, stunned. Charmcaster ran to Ben's side, trying to pull him back up. "You're too late," Max replied, "Your comrades are down." "And you presume yourself capable of killing *me*?" Charmcaster almost laughed, and Max retorted, "I've got enough ammo in this gun to overpower you eventually. So save your breath. You don't have much of it left anyway."

Max prepared to fire a blow at Charmcaster, but then a sound of a normal gunshot was heard, and something hit Max in the side, knocking him down flat, wounded. Michael Morningstar then stepped into the entrance. Ben and Julie (now in human form) got to their feet, and Julie asked, "Who's this clown?" "Yeah, we got a bit to catch up on," Ben sighed.

"What do you want?" Charmcaster snarled at Michael. "Isn't it obvious?" Michael smirked, "I'm here for you and your boyfriend. I'm not with the SOS anymore. They're weak and useless to me at this point. But you almost killed me. I was honestly pretty lucky. But here I am, and now I'm gonna kill and take your life energy."

He quickly got ready to fire one of his energy bolts, but it was blocked by Julie, who had stepped in front of it, still in human form. "How is this possible?!" Michael yelled in shock. "I'm not human," Julie smirked, "I'm a machine with an occasional human appearance. I guess I don't have any energy for you to steal."

Michael snarled at that, and pushed forward two energy bolts at her, which pushed her backward. "I may not be able to steal your energy," Michael spat, "But I can still use these things as a weapon against you!" He then went for Ben and Charmcaster. Charmcaster reacted quickly, using telekinesis to slam him against the wall.

Michael then quickly stood up, and fired some more energy bolts at them. Charmcaster blocked them with a forcefield that was quickly eaten up. Ben meanwhile switched the Omnitrix to... "EYE GUY!" he yelled, before firing one of his laser beams directly at Michael, knocking him backwards again. Michael, now dazed, got back up, but before he could react again, Charmcaster punched him in the face, knocking him out completely.

"Now you stay down this time!" Charmcaster told him, not caring that he couldn't hear her. "Now what?" Julie asked, joining them. "Well, let's see," Ben replied, "There's a war going down on Earth between corrupt Plumbers and a bunch of terrorists, and the Plumbers plan to exterminate the human race and replace them with another alien race." "So we're pretty much on the same page," Julie confirmed, having apparently already heard about the Replacement Project from the talkative Plumbers she had mentioned earlier. "Yup," Ben replied, "Right now we need to get off this station before something else happens."


	20. Chapter 19

**A/N: Yup, Charmcaster did in the previous chapter what she didn't do in "Couples Retreat." xD **

**Chapter 19**

Kevin and Gwen watched as the HIT soldiers left a relatively small black box in the middle of the ground not too far from the battle and some skyscrapers. "Uh... what the heck is that thing?" Kevin asked, and Nelson replied with a smirk, "You'll see." He snapped his fingers and as Gwen and Kevin watched, another agent with a rocket launcher stood from the top of a building and fired directly at the black box.

For something of its size, the explosion that resulted from the black box was colossal. It blew away several of the Plumbers and their ships; and then a skyscraper that had been sitting too close to the explosion was shaken too much and crumbled and started to fall down upon itself. The resulting smoke from the explosion filled the air, and Gwen put up a mana forcefield to protect herself and Kevin from the inhalation.

Once the smoke finally cleared, the Plumbers were milling about in confusion. The other army had backed away, trying to avoid the smoke and carnage. Kevin turned back around to confront Nelson, but he was gone. "How do you get that far in a freaking wheelchair?!" he yelled in frustration.

Bones, having already recovered from the blow to the head, crawled back up, and seeing all the destruction, snarled at Kevin and Gwen, "This is all on you." Then he ran back towards his Plumbers and yelled, "Guys! Get ahold of yourself! This is just a minor setback! We're in luck, they fell back while that stupid thing went off! Let's attack them now!"

Eventually, the Plumbers began to regain control of themselves, and started to run towards the army that outnumbered that was larger than them and more prepared. The war continued on again for a moment, before one of the stragglers yelled, "Wait! Another ship is getting stolen!" Bones turned around with an expression of shock on his face as, indeed, another Plumber ship had come to life and was preparing to fly off. And the person driving it was none other than Nelson.

"How'd he get over there?!" Bones shrieked, his face nearly purple now with rage. He opened his mouth, presumably to order someone to follow Nelson, but then he stopped, thought for a moment, and then he sighed and turned to the few Plumbers that were waiting for orders, and told them, "Let him go. Max is up there, as well as the two anomalies. He'll get taken care of, one way or another."

Bones nodded to his soldiers as they went back to fighting while Nelson's ship flew towards the sky. "Now what?" Kevin asked, after having watched all that had just transpired. "We've gotta warn Ben and Charmcaster," Gwen declared, "They've got some trouble coming their way." Kevin responded to that by laughing. And he didn't stop for a few seconds. "What's so funny?" Gwen asked, confused. "I'm sorry," Kevin chuckled, "But it's hard to classify a guy in a wheelchair as 'trouble.'" "I wouldn't underestimate him too much," Gwen warned him, "You saw what he just orchestrated. Clearly he's got something else planned, and I doubt it's any good."

"Well, whatever'll help you sleep I guess," Kevin sighed, still snickering a bit. Gwen rolled her eyes, and got out her Plumber's badge that had come with her into this reality, and contacted Ben. "What's going on?" Ben's voice asked over the radio, and Gwen replied, "Nothing good. Nelson's still alive, and he's in a wheelchair... but he's allied the remaining gangs together and now he's flying towards the Plumber station in one of their ships."

She heard Ben laugh over the radio before he asked, "Seriously? What does he think he's going to do in a wheelchair?" "I don't know," Gwen admitted, "But he's got something planned. He orchestrated this big explosion down here, and he's clearly still ticking in the head." She heard Ben sigh, and then he replied, "Fine. We'll deal with him." "Did you get Julie?" Gwen asked. "Yes," Ben nodded, "Max and Michael are on here too, though, so we've got a fair amount of opposition to deal with once they wake up." "Be careful," Gwen warned. She heard a grunting reply before the radio turned off.

"Now what?" Kevin asked, and Gwen replied, "I guess we go back to watching this battle for now. You wanna get more popcorn?" "Sure," Kevin sighed, walking away.

* * *

Ben turned to Charmcaster and Julie, who had been listening to the conversation. "Now what?" Charmcaster asked him, waiting for his plan. "I guess we've gotta go and deal with that bum again," Ben sighed, "Even though he's in a wheelchair. So I guess we start making our way towards the docks."

"So who the heck is Nelson?" Julie asked. "He's the leader of one of the gang factions," Charmcaster replied, "And now since we killed Vilgax, he's trying to take over. And now that *that's* happening, we've got a bunch of corrupt intergalactic police people coming back trying to destroy the human race. And they are at war with Nelson right now."

"And why is he in a wheelchair?" Julie asked, confused. "Yeah," Ben smirked, "We kinda kicked his butt pretty badly. Charmcaster seems to have unlocked some even greater powers or something, because she defeated him and Michael almost singlehandedly. She threw him into a wall with her mind, and I guess it must have paralyzed him. We thought he was either going to die, or call off the attack and leave us alone. But look again, I guess he's going to try for a last ditch effort or something."

"And who's the Michael dude?" Julie continued, still trying to catch up on what she had missed. "He's a bad guy from the dimension I originally came from," Ben explained, "In our world, he was called Darkstar, but he was also disfigured there. He's starting to look a little ugly, but not quite how he was before. I'm not really sure what his play is right now though, he's kind of forsaken Nelson. Anything else?" "Nope, I'm good," Julie replied with monotony. "Then let's go," Ben sighed, leading the way, "We've got a wheelchair-bound man to deal with."


	21. Chapter 20

**Chapter 20 **

As Ben, Charmcaster, and Julie were walking rather slowly towards the docking area, they heard a crash and immediately picked up the pace. Once they reached the docking area, they found that Nelson had already crashed the ship and left another hole in the station, thus creating another vacuum effect. "Oh for gosh sakes!" Charmcaster yelled, "How many times do I have to fix this thing?!" before reassembling the wall with telekinesis.

Nelson wheeled out of the smoking ship with a pained grimace on his face, but not looking too much the worse for wear. "Oh, it's you two again," he rolled his eyes at Ben and Charmcaster, before glancing at Julie, snarling "You're supposed to be dead!" "Sorry to disappoint you," Julie replied coldly.

"So, I'm curious Nelson," Ben began with a smirk and trying not to laugh, "What was your plan if you ran into us? To try and run us over?" "Don't underestimate me," Nelson spat, "Did you really think I wouldn't pack a few weapons?" He whipped out a stun gun and hit both Ben and Charmcaster with it before they could react, sending them flying backwards into the hallway, and they both lay there, unconscious. It did not effect Julie, however. "You're going to have a hard time killing me," Julie informed him.

It was at that point that a blast of energy hit her, and she was sent flying sideways. She looked to see her assailant; it was Michael, who had gotten up again already. Julie picked herself back up, and with her arms turning robotic, she went to punch him, but he grabbed her arm, seeing the move coming. He then swung her around the room, and slammed her into the wall.

Julie didn't look too fazed, but she appeared surprised that Michael had actually caught her off guard. "You see," Michael smirked, "I learn from every defeat I suffer from you. I saw that one coming because the sorceress bitch did it to me earlier! And you may not be human, but you're not invincible."

It was at that point that Julie noticed that Nelson wheeled past them. Michael only just now seemed to notice him and took his attention off Julie. "I thought they would have killed you," Michael called after him. "No, but they tried their hardest," Nelson replied, "And now I have a new plan. I must thank you, Michael, for distracting them." "What's your plan?" Michael asked. "Follow and you will see, Morningstar," Nelson laughed.

Michael did indeed follow the wheelchair-bound Nelson. Julie, deciding Ben and Charmcaster would have to take care of themselves for the time being, got ready to get up and attack both of them. However, she then heard Nelson call back, "Here, toss this back at our opponents. It'll stall them." Julie looked up and saw Michael throwing something back at them that appeared grenade/bomb-shaped.

Jumping backward quickly, she tried to avoid the explosion, but the bomb detonated as soon as it hit the ground. It sent her flying backwards into the wall, right next to the still-unconscious Ben and Charmcaster. It then caused the ceiling to collapse, and created a pile of rubble, and due to the narrow room they were in, it filled up the room quickly and blocked her path to Nelson and Michael.

"Damn it," Julie spat, converting to robot form as she prepared to start punching the metallic obstacles out of the way. She only hoped that she could do so in time before Nelson hatched whatever plan he had, and that Ben and Charmcaster would wake up to help her stop them.

Ultimately, it only took a minute or so for her to get rid of the debris; however, Ben and Charmcaster were still out. "Wake up, you two!" she yelled, shaking them, "We have to stop them!" When neither of them responded, she checked their pulse and found to her relief that they were still alive. She decided she would have to deal with Nelson and Michael on her own, and ran after them back in human form. _I think I know where Nelson's going too, _she thought to herself.

Her hunch was right; Nelson and Michael were both in one of the empty tank cyborg-creating rooms. As she peered around the door, she saw Nelson preparing to wheel into the machine. "Are you sure this will work?" Michael asked, "It didn't for me." "Because you are part-alien," Nelson replied, "The machine doesn't work on aliens. The Plumbers were never able to figure that one out, for some reason. As for me, I am fully human. So this will work perfectly."

He then wheeled into the machine. Julie ran in and yelled, "Don't do it!" "Stop her, Michael!" Nelson ordered, just before disappearing into the machine, which closed immediately around him, blocking their view of him. "You ready for another round?" Michael sneered at Julie. "Are you?" she replied simply, before charging with her arms and legs now both converted to robot form. She swung her fist again to punch him, but faked him out and instead kneed him in the torso before he could react.

"You're going to pay for that," Michael snarled, before hurling an energy blast at her which sent her sliding backwards. They then charged each other again, and Julie sidestepped him at the last second, but they somehow managed to trip each other. Michael immediately jumped back up and fired more energy blasts at her. She rolled away, knocking his feet out from under him again. Julie got back up, prepared to continue fighting, but then she heard a whir, and the machine opened up.

Nelson stepped out on both rejuvenated legs, wheelchair forgotten. "Ah, glorious immortality," he laughed evilly as he turned to robot form, "You are mine at last." Julie knocked down Michael for a moment and charged Nelson, but was caught by surprise by Nelson's robotic punch. She hadn't fought another cyborg before, as Nelson was only the second one; she hadn't thought about what to expect, and was sent flying backwards, stunned as well. She actually found it hard to get up, as the punch had rattled her circuits.

Nelson looked over her, and told her, "If you know what's good for you, you'll stay there. Actually no, check that. You're coming with me." He grabbed and started dragging her. Unfazed, she decided it was better to not resist for now, as she needed Ben and Charmcaster to help her fight this new threat. "What's the plan now?" Michael asked, following closely.

"It's nothing to you," Nelson replied coldly, "I have no further use of you. You do nothing but get your ass kicked! Maybe you should go and try fight someone else who you're actually more of a match for. You might be able to drain one's energy, but in a world where you're fighting against cyborgs and sorceresses and even a guy with a magic watch, you're honestly pretty useless."

Michael appeared unexpectedly hurt by Nelson's harsh words; and that hurt quickly turned to rage. Pure, unbridled rage. He let out a long scream and just stood there as he continued to scream. Energy was appearing to surround him, Julie noted, but she didn't get to see what happened next because Nelson shut the door to the cyborg creator room, leaving him in there. "Yeah, yeah, whatever," Nelson waved his hand dismissively, "It doesn't matter. I'm more powerful than him now and I always will be."

Julie decided to tune out Nelson's rants until they reached their destination; the bridge/control room. Nelson threw her down on the ground, and walked over to one of the control panels. As she got up and watched, she saw Nelson tap on the control panels and mutter to himself, "Access all Plumber badge radios... there!" he smirked, having apparently turned on the intercom.

Then he spoke into the handy microphone, "Plumbers! It is I, Nelson. I noticed you didn't give me any chase, whatsoever. I guess you thought that your anomalies would take care of me for you? Well, guess what, I am still here. I am still alive. Your heroes failed! And now I am no longer human; I am a cyborg, just like the girl that you resurrected with your technology! And I have control over this whole station. So now, I have a new card to play. My demand to you is that you surrender yourselves and leave this planet forever! And if you don't? I will destroy all of you. I will blow up this planet. You know that I know how to use this thing; it was my job once, remember? You have thirty minutes to respond, or you all will die. You have one chance to save your own skins, and only one. I suggest you take it," he finished, laughing maniacally despite his new monotonous voice.

Julie shuddered and hoped that Ben and Charmcaster would wake up and help her out. She still didn't think she could take this guy on by herself, so now her best option, she had decided, was to wait it out. If she had learned anything lately, it was that crazy stuff kept happening. She just hoped Nelson didn't decide to try and kill her sooner.


	22. Chapter 21

**Chapter 21**

Kevin and Gwen had heard Nelson's message over their Plumbers' badges as well. They looked up to see what Bones would do now. Meanwhile, a couple of the other gang groups were milling about in confusion, yelling about how that wasn't what Nelson had promised to do. "Serves them right for trusting him," Gwen sighed.

"Everyone!" Bones yelled, rallying the rest of the Plumbers to him, "We have an emergency on our hands. The Plumber base, as you know, has been commandeered. So, extreme situations call for extreme measures. We're going to give him a piece of our mind. Forget about them for now; we have to deal with Nelson first!"

As the Plumbers rushed to their ships, the SOS and other gangs began to back into their territorial shadows. Kevin and Gwen rushed over to Bones, who glared at them and asked, "What do you want?" "We have a mutual enemy right now," Kevin growled, "We're going too." Bones didn't look too happy, but he replied "Very well."

As Kevin and Gwen hopped into one of the ships, Gwen commented "I'm surprised that he let us do that." "Like he said, it's an extreme situation," Kevin shrugged, "He needs all the help he can get."

As the ships launched towards space, leaving behind Earth, Bones' voice came over the speaker. "Squad A! Go into Suicide Line and target the control panel! That's where Nelson is! Eject if you can, but don't let your ships miss their target. The rest of you wait outside the base and wait for further instructions." Gwen's eyes widened, as Kevin almost smirked, saying "They're going to suicide bomb the base? Clever." "But Ben, Charmcaster and Julie are still in there!" Gwen reminded him. "Oh, yeah," Kevin remembered, "Not good. Hopefully they're away from the explosion."

* * *

Ben awoke to a still-fresh smell of smoke, and realized he was still near some smoking rubble. His head still hurting, he turned to Charmcaster, who was still out, and shook her a little to wake her. "Huh...? Where are we?" Charmcaster asked, trying to come to her senses. "Still outside the docking bay," Ben told her. Charmcaster then sat up straight, remembering what had happened, and asked Ben, "Did we just get taken out by a guy in a wheelchair?" "However long ago that was, yes," Ben replied, "I have no idea how long we've been out."

"Long enough for Julie to strike out on her own or something," Charmcaster noted, "And where *is* Nelson?" "Dunno," Ben replied, "You think Julie will have a Plumber badge on her for us to contact her with?" "Probably not," Charmcaster replied, "Try contacting Gwen and Kevin." Ben nodded in agreement, and did so. "Gwen?" he asked, "What's going on right now? We were out for a few minutes or something."

"Ben?" Gwen asked in surprise, "How much did you miss?" "Uhh, Nelson got here and threw stun bombs at us and that's it," Ben shrugged, still confused. "Okay," Gwen began, "Well, Nelson commandeered the Plumber base. He turned himself into a cyborg! He's challenged the Plumbers and threatened to blow up this planet! We're on our way there right now with the rest of the Plumbers. They're going to launch a suicide bombing at the control panel. You guys might want to get away from there." "We *are* away from there," Ben confirmed, but then realized "Julie may not be, though."

He hung up the Plumber badge, and began to run off, and Charmcaster yelled, "What are you doing?!" "Making sure our friend doesn't get blown up again!" Ben called back. "She's a freaking cyborg!" Charmcaster rolled her eyes, "She can take care of herself. The Plumbers' plan may not work on Nelson either if he's a cyborg now as well. We've got to figure out our next move if that doesn't happen."

* * *

Julie watched, wondering what the Plumbers would do. It was only a short time before Nelson, currently in human form, yelled in triumph, "Ha! They're already coming to surrender. They took all their forces!" Julie looked through the windows, and saw that Nelson was right: there was a multitude of ships waiting outside. She then watched as a small group of ships broke off from the rest, and began heading straight for where they were.

"Wait a minute," Nelson snarled, "What are they up to now?" It didn't take long for him to figure it out as the ships didn't alter their course. "Those bastards!" he shrieked. Julie quickly turned to make a run for it, but Nelson grabbed her, screaming "If I go, you're going with me!" Julie struggled, but couldn't break free of Nelson's literal steel grip.

It was at that point that the ships struck the ship and broke through the windows and exploded.

* * *

Kevin and Gwen watched from a safe distance with the rest of the Plumbers as the ships struck their target, and destroyed the control room of the Plumber base. The force of the explosion actually knocked the Plumber base backwards, as it began to float freely through space. It appeared that most of the Plumbers had ejected with their space suits before the explosion, but some of them had still been caught. "Bastards," Gwen clenched her fists, "Making them sacrifice themselves."

"Good job, men," Bones' voice came over the loudspeaker, "That should've done it." They heard various cheers, and then suddenly one voice yelled, "Wait, no! I see Nelson! And the other cyborg... she's there too! She's still alive!" "Sweet mother of pearl," Gwen whispered, hardly knowing what to say at this point.

* * *

Julie flickered open her eyes, and quickly realized that she was floating freely through space, near the remains of what had been the bridge/control room of the Plumber base. Nelson was flying next to her, and she quickly flapped her arms uselessly, trying to avoid him. Nelson glared over at the Plumber ships, who were lined up not too far away, and declared, "This isn't over!" before reverting to robot form, and suddenly sprouting a jet pack on his back and started propelling himself back towards the base.

_I didn't know I... we... could do that, _Julie thought, immediately switching to cyborg form and thought of the jet pack as hard as she could in her mind, and suddenly there it was, on her back. She started propelling herself towards the base as well, determined to give chase. What she didn't expect was to get hit by several pieces of steel that knocked her off course. By the time she had steadied herself, Nelson had already disappeared, and there was more debris coming her way. _Crap, _Julie thought as she prepared for evasive maneuvers.

* * *

Ben and Charmcaster heard and felt the explosion, which had shaken the entire base. Once it had subsided, Ben asked Charmcaster, "*Now* can we go and do something?" Charmcaster just scoffed, and let Ben take the lead. "Hold it right there!" They heard a voice yell. It was Max; he was limping now, but was carrying a big gun again, pointing it directly at Ben and Charmcaster.

Ben sighed, and began "Max, we are the not the biggest enemy right now. We may disagree with your intents for Earth, but you should know that we need to deal with Nelson first. Then we can worry about each other." "I could kill two birds with one stone," Max shrugged, "I could take care of you first, and then go to take out Nelson."

"Do you really think you'll be able to kill Nelson with that thing?" Charmcaster challenged him, "He's a cyborg now, or did you miss that piece of information? That's what happens when you build technology like that. Everyone wants it. If you let us go, we can stop him. If Nelson wins, then your plans are over right? So shouldn't he be your priority?"

Max glared at them for a moment, holding the gun steady, before he reluctantly let it down, and slumped against the wall, his leg clearly still giving him problems. As Ben and Charmcaster walked past them, Charmcaster leaned over Max and whispered, "You wouldn't have been able to kill us anyway. Especially not with that leg. Maybe you'll remember our generosity and leave us alone in the future." "Come on!" Ben called, and Charmcaster left Max to sit alone.

It took a few moments, but once they got towards the center of the base, they heard a loud noise coming from the hall where the cyborgs were being made. "What's he up to now?" Ben wondered as they raced towards the hall. They raced into one of the rooms where the noise was coming from, and they were might by the sight of more and more cyborgs lined up; hundreds of them. "What the crap...?" Charmcaster wondered.

Nelson, who was in front of the cyborg-creating tanks, turned to see them. "Ah!" he laughed, "I see you've made the party! After I got bombed by that squad, I needed a new strategy. I had a hunch; and I discovered that the machine can indeed just create plain old robots... without the human parts. They are weaker, because they don't have the extra layer to protect them; that's how I and your friend survived the explosion, you see; but they are many in numbers and can be created quick!" he laughed as more robots came spilling out of the machine.

Then he pointed at Ben and Charmcaster and yelled, "Attack!" The robots surged forward and were on them in an instant. Ben quickly activated the Omnitrix, and whispered, "Come on, give me Lodestar!" but instead turned into... "Swampfire? Really?" he growled. As he shot fire at the robots, which had no effect, he yelled, "This is useless!" Some of the robots picked them up and threw them across the hall and away from the machine room. Before Ben could pick himself up, he was being stampeded on by the robots as they surged forward into the center of the base. And they just kept on coming and coming. Swampfire tried in vain to fight them off; Charmcaster was basically walking through them, headed for Nelson's location. Ben realized that the robots were probably headed to space to deal with the Plumbers. As the robots kept on spilling out, he thought to himself, _I hope they're prepared for what's coming. _


	23. Chapter 22

**Chapter 22 **

Gwen and Kevin were still sitting in their ship, which was still floating in space with the other Plumber ships, waiting to see what would happen next. "What do you think is going on in there right now?" Gwen wondered. "Probably nothing good," Kevin muttered, "It's almost too silent now." "Keep your guard up, everyone," Bones commanded over the radio, "Be ready for anything." "Wait! Look!" another voice yelled over the radio.

Gwen and Kevin looked outside the window and saw several figures flying out of the giant hole in the Plumber base, and Kevin asked, "What are those?" As the figures got speedily closer, they became more clear. "They're cyborgs!" Kevin answered his own question, and they heard Bones yell, "Crap! Nelson must've figured out how to create robots without the human shape-shifting ability! Open fire!"

The Plumber ships immediately began to fire ion blasts at the robots, who deftly dodged several of them, but some of them were caught by the blasts, and were quickly blown to shreds. "I don't even know how to work this thing!" Kevin yelped, frantically pushing random buttons, and managed to open a parachute, life preservers (for water landing), and flip the ship as well, knocking both Gwen and Kevin against the wall of their own ship; they slid down, dazed.

A few robots that had raced past the ion blasts attacked Kevin and Gwen's ship, knocking it off-kilter, and it began to float away from the others. "Push some more buttons!" Gwen yelled at Kevin, who pushed a few more, and just so luckily happened to hit a button that electrocuted the robots and sent them flying away. They quickly came back for more, though, and started pounding on the ship, trying to break the glass. And indeed, it did began to crack a little.

"Hang on!" Kevin yelled, electing to take the steering wheel instead, and took the ship in a dive towards Earth instead, with the robots still latched on. Then, right as they reached the heat of the atmosphere, he pulled the ship back up, but his purpose was accomplished. The robots let go, having been fried by the atmosphere. Kevin began pushing a couple more buttons, and eventually fired a gigantic ion blast into space, and then nodded confidently, having finally figured out how to fire the weapons. He guided the ship back towards the others, who were still frantically firing at the oncoming robots, who were continuing to spill out of the giant hole.

After a couple minutes of frenetic shooting and blasting, it seemed as if the Plumbers were finally beginning to get the hang of things; they were hitting more of the robots, and it seemed like they were about to take the upper hand.

Then came the largest wave yet.

A gigantic funnel of around 500 robots spilled out of the hole at once, and then surged towards the Plumber ships. "How is Nelson creating them this fast?!" "Hold the line!" Bones screamed over the radio as they were quickly overtaken by the swarm. Kevin destroyed as many as he could, but he could no longer see a thing; there were now multiple robots clinging onto the ship and slowly dragging it down. The lights were flickering in the ship.

"Any ideas?" Kevin asked, thinking they would be dead shortly. "Just push some more buttons and hope we get something good!" Gwen sighed almost resignedly. Kevin punched a couple of buttons, and unexpectedly set off an energy wave around him that took out several robots. "I've got an idea!" Gwen called, "Let me take the wheel!" and then pushed the ship down fiercely, trying to get it out of the swarm.

She did so successfully eventually, and as they escaped the swarm with only a couple robots following, she started to circle back around. As Kevin looked back around at the swarm, he saw that the Plumber ships were all but invisible within the onslaught of robots. He knew that the ships were apparently strong enough to take a lot, but even so, there were still a few dead-looking ships floating slowly away. It was still clearly a massacre on the part of Nelson's robot army.

"So what's your plan?" Kevin asked Gwen. "That was it," she replied, and Kevin stared at her, almost dumbfounded. Gwen explained, "It's not like we're losing anything if they all get killed. It'll be easier if we wait for those robots to win, and take out the ones that are left." "Surprises me to hear you say that," Kevin commented, "Normally you're the one wanting to save everybody." "That may be true, but I'm not suicidal," Gwen replied firmly. Then her eyes lit up, and she exclaimed, "I've got another idea!" She pulled out her Plumber's badge.

* * *

Eventually, the onslaught of robots had finally stopped, and Swampfire, wondering what had happened, got up and headed back into the cyborg creating room where Nelson and now Charmcaster were. "You are getting tiresome!" Nelson growled, "I think it's time to finish you off once and for all." "And how do you propose to do that?" Charmcaster asked coldly, "Even if you were somehow able to kill him, you couldn't kill me. I am too powerful." "Your confidence is misplaced," Nelson laughed, "And it will be your downfall."

They then heard a crashing noise and then shortly after Julie entered the room. "Sorry I'm late," Julie spoke, "I ran into several obstacles." "Ah, good," Ben smiled, "You can help us take care of this idiot for once and for all." Even Nelson had some slight nervousness on his face with the odds he faced now.

Then a call came over Ben's Plumber badge. It was Gwen. "Ben! You there?" "Yeah," Ben replied, "What's up? We're kind of a little busy dealing with a certain bug." "Who, Nelson?" Gwen almost sounded like she was scoffing, "No, the bigger problem is the massacre that's going on outside. You two are the more powerful ones, you need to take care of it!" "Alright, we'll do something," Ben sighed, turning off his badge.

"Hate to break up the party guys, but we're needed elsewhere," Ben told Julie, and asked, "You think you can fight this guy on your own? You're a cyborg like him after all." Ben thought he saw uneasiness etched on Julie's face, but she replied "Fine. Do what you need to do." Ben then turned to Charmcaster, and told her with a fake sigh, "I think we're going to have to steal another one of those ships."

Ben and Charmcaster both departed, and Julie, wondering how she was going to defeat Nelson by herself, turned to face her opponent. "Well, this evens up the odds a bit better, doesn't it?" Nelson smirked, and slowly shifted into robot form. Julie then shifted her arms into ninja swords, while keeping the rest of herself human. Nelson growled, "It's really sad that I've only been at this for about 20 minutes and I'm already better at it than you." "That may be true," Julie admitted, "But I have more experience. And whatever you may think, I'm smarter than you." "We will see," Nelson snarled, shifting an arm into a sword of his own, getting ready to attack.


	24. Chapter 23

**Chapter 23 **

As Ben and Charmcaster headed into one of the remaining spaceships and prepared to head out, Charmcaster asked Ben "So do we have a plan or are we just going to go out there and make things up as we go along?" "I've got an idea, but I don't know if it will work," Ben shrugged, "The only way we're going to be able to pull this off is if you're able to shut down the robots with your mind."

"I don't know," Charmcaster admitted, looking nervous, "That would take an amount of concentration I've never used before." "Well, we know what you're capable of already," Ben shrugged, "So it's certainly not impossible." "And if I can't?" Charmcaster asked. "We'll worry about that if we need to," Ben replied. Charmcaster sighed, and told Ben, "Before we go..." She then leaned in closer to him, and whispered "For luck," as she got ready to brush her lips against his.

They were interrupted by the sound of someone sneering sarcastically, "Ah, young love! Brings tears to my eyes." Ben and Charmcaster both swung their heads to face the open door. Michael was standing there. Only now he was completely radiating with warm energy. Dark energy. He was clearly more powerful now than before; he also seemed taller and more muscular than before.

Charmcaster swore and made to close the door and launch the ship, but even as she did, it was too late; Michael had already jumped in and tackled Ben. Charmcaster jumped and kicked Michael away. Her effort knocked him away, but she found it surprisingly hard, almost as if he was tougher now as well. "What do *you* want?" Charmcaster yelled at him as Ben began to drive the ship, "Nelson's the one who disowned you! You should be going after him!"

"All in good time," Michael waved his hand dismissively. He was clearly in no huge hurry to attack. He continued, "Yes, I will kill him, but I have a different purpose now. When we last met, the full extent of my powers were unlocked by the bastard's words. And at the same time that happened, I had an epiphany. I realized the true evil of this universe. I consider it my duty now to extinguish it; starting with your world! And you two just so happen to be the biggest threat to my plans. So, now I must kill you. Don't take it personally; you've would died eventually anyway even if you weren't a threat. What was that name you called me before, Tennyson, when we first met? Yes... it was Darkstar. I think that name's more fitting now, don't you?" He laughed maniacally.

Charmcaster backed away. The newly named Darkstar was clearly deranged permanently now. _Damn it Nelson, what have you done, _she thought. She didn't have time to think much about that afterwards as Darkstar fired some energy bolts at both of them. Charmcaster knocked Ben away, saving them both; Charmcaster then started lifting Darkstar off the floor with her mind, but she was too close in proximity. It worked, but Darkstar grabbed her with one arm, and threw her against the wall so hard he actually destroyed it, throwing her into space and causing a space vacuum again.

Darkstar sealed up the hole with one of his own energy bolts, thus sealing Charmcaster off from the ship. Ben jumped away from the steering wheel as the ship started to fall freely through space, and yelled at Darkstar, "You'll pay for that!" and switched his Omnitrix to... "Diamondhead!" and got ready to fight the insane Darkstar.

Meanwhile, Charmcaster had been stunned from the blow and expected to be dead from both the blow and from being out in space without a spacesuit, but she found herself still breathing. _Right, I'm technically not human, _she mentally slapped herself. Looking between the free-falling ship with Ben and Darkstar in it, and the massacre that was still going on with the robots over the Plumbers, she decided Ben could take care of himself for just a moment while she eliminated the other threat.

* * *

Kevin and Gwen were watching the proceedings from a safe distance in their spaceship nervously. "I hope Ben has a plan!" Kevin interjected as Ben's ship continued to free fall. Meanwhile, Charmcaster was now floating freely in space. They watched as she spread her arms, closed her eyes, and after a few tense moments, the massacre was over, and the robots were now falling lifelessly away. Several out-of-commission Plumber ships began to fall with them.

"She made that look easy," Kevin commented. "It probably was easy for her," Gwen replied, feeling almost jealous that Charmcaster could pull off such stunts that made her look like an amateur. "Now what's she going to do, though?" Kevin wondered, "How's she going to get back to Ben..." he trailed off as they watched Charmcaster literally fly back towards the ship. "I don't think I'm ever going to question how she ever does anything again," Kevin sighed defeatedly.

Charmcaster opened the door from which they saw a couple of bright lights flash. "What's going on in there?!" Gwen wondered, "Why aren't they pulling out of the free fall?!" The spaceship, indeed, was still falling freely towards Earth's atmosphere, showing no signs of slowing up. "Either they're out of control, or someone else is in there with them," Kevin replied grimly.

After a tense moment, they watched as the spaceship struck Earth's atmosphere with force and continued its descent to Earth now in a ball of flame. Gwen hardly dared to believe it for a moment, then she shrieked, "NO! We have to help them!" She started to drive the ship towards Earth as well, but they were interrupted by the sound of Bones' voice over the intercom. "Gentlemen, we appear to have won this battle. Now let us win another one. Get back to the base and converge on Nelson."

Kevin and Gwen stayed for a moment, and Kevin eventually stated, "We need to go and help Julie. They're probably not going to be all too grateful to her even if she does defeat Nelson. She'll need some backup." "But what about them?!" Gwen yelped, looking where the flaming spaceship was continuing to descend out of sight.

"We don't even know what's going on in there!" Kevin replied, "It could just be an out-of-control ship. Charmcaster will likely be able to shield herself, and if she does, she'll shield Ben too. They'll be fine." "I hope you're right," Gwen sighed, before reluctantly steering the ship back towards the Plumber base where all the other ships were going.


	25. Chapter 24

**Chapter 24**

Julie approached Nelson warily. In truth, she still wasn't sure if she could beat Nelson or not. But under the circumstances, she would have to try and make do. "There's only room for one of us," Nelson growled, approaching slowly as well. "We shall see," Julie replied coldly, thanking her monotone voice for once for not betraying her fear.

Nelson charged with his arms shifted into ninja swords, and swung at Julie, who blocked them with her own sword-arms. The two cyborgs clashed back and forth for a few moments. After not getting very far with that, Nelson jumped back and as Julie followed him, he swung for her legs. She jumped up, flipped, and landed behind Nelson. Nelson appeared shocked that she could pull off such a trick, but swung around right away to block her slice at him.

Nelson leaped forward, trying for yet another lethal slice, but it wasn't working. Julie was still very athletic, and in her new black jumpsuit she wore in human form, that only made it easier. In the blink of an eye, she switched a foot to robotic form, and kicked Nelson in the face, sending him reeling. Spitting with rage, Nelson charged forward for another attack, swinging his arms at insane speeds. Julie ducked out of the way, rolling back on the floor.

Nelson then took a dive, swinging for Julie's feet again, and this time just managed to clip her left ankle and heel, causing her to stumble around, now limping a bit, leaving drops of robot blood on the floor. Trying to think fast now, she jumped back, swinging herself and her swords in a windmill fashion horizontally. Nelson ducked, charged and grabbed her and slammed her against the wall. She kicked at him vainly, but she could not break free of his literal steel grip.

"Face it, you're finished!" Nelson declared, raising back one of his sword-arms to stab her in the face. In that brief instant, his grip on her lightened, and she saw one brief opening, and knew she had to take it right away or she would lose. She lunged forward, and swung upward one of her sword-arms and completely sliced off the arm of Nelson's that was preparing to stab her. It fell to the ground with a clang, and it was followed by an outpour of robot blood.

Nelson staggered from the injury, and while he was distracted, Julie swung for his face. Nelson avoided a killing blow, but the sword caught the top left corner of his face, slicing it off and taking an eye with it. He reverted to cyborg form, now stuck there permanently as his face sparked with electricity. He covered his face with his remaining hand, and screeched, "I can't see! I can't see!"

In truth, his vision was now blurred with just the one eye. He slumped to the ground, defeated. Julie reverted her sword-arms back to regular human hands. She tried to figure out what to do next, and wondered how the battle outside was going. The question was answered for her when Kevin and Gwen unexpectedly came racing in. "Julie! You defeated him already!" Gwen congratulated her. "Wasn't exactly easy," Julie grunted, walking around to show her partially destroyed foot. "Where's Ben and Charmcaster?" she asked.

"Umm... they crash-landed onto Earth," Kevin replied awkwardly. "What?!" Julie yelled, shocked, and continued, "And you didn't go after them?!" "We thought they could take care of themselves!" Gwen defended herself, "We thought you needed more help!" "What does it look like?" Julie replied coldly, pretending quite well that she hadn't just barely defeated Nelson. Neither Gwen or Kevin responded.

Then Bones walked in, armed, followed by multiple Plumbers including a limping Max. "Well done," Bones complimented Julie, "You've taken care of a massive threat for us." "I didn't do it for you," Julie retorted. Bones ignored her, and then went on, "The Plumbers have won a great victory today. We've captured the single biggest gang leader, and now we can take care of the rest with ease!"

The Plumbers cheered in unison. Bones' tone then turned cold as he growled, "Now, it's time to kill multiple birds with one stone." Kevin and Gwen, who had had their backs to Bones, wheeled around, but there were already darts sticking out of their legs. They fell to the ground with a thump. They had fired one at Julie too, and she simply glared at them and plucked it out, asking "Really? You really think that'll work on me? You created me. I would've thought you knew better."

Meanwhile, Gwen and Kevin, instead of losing consciousness as they would've expected from what appeared to be tranquilizer darts, still found themselves fully awake, but instead found themselves completely paralyzed and unable to move. Bones shrugged, ignoring the fact that it hadn't worked on Julie, kneeled over Gwen and Kevin and smirked, "You like it? Complete incapacitation, without putting you to sleep, so you can know what's happening to you. I quite like that."

He continued, "You may have helped us in our victory today, but you're still an enemy to us as well. A couple Plumbers, including Max here, are going to take Nelson to a prison facility. We're going to drop you off as well. None of you will be able to bother us ever again. Your two friends may still be out on the loose, but we'll worry about them separately. You had your chance to join us, and you spat in our faces! And now you're going to rot for a long time for it."

Gwen, who was still able to move her eyes, looked up and Julie and tried to urge her: _Do something! _Bones must have seen her glance as well, and sneered, "Oh, her? She won't help you. First off, she's injured and can barely fight now against an army of us Plumbers. Also, though, you two mean nothing to her. She cares for nothing but the boy with the watch; despite the fact that he's with the sorceress. I don't know why she even cares about that, but it doesn't matter, because it means she won't help you two. A cyborg's thinking is more flawed than a human's thinking, you know."

Gwen looked up at Julie, wondering if what Nelson had just suggested was true. Julie looked at her indifferently with crossed arms, before going back to glaring at Bones. "Well, gentlemen," Bones declared, "Let's clean this mess up and send a ship out to the prison." A few Plumbers stepped forward; two picking up the robotic carcass of Nelson, who didn't even put up a struggle at this point. One each picked up Gwen and Kevin. As one Plumber swung Gwen over his shoulder, she looked back. Julie had now disappeared altogether somehow.

_What's her play? _Gwen wondered, _Was Nelson right? Was she only concerned about Ben from the beginning? _Gwen's thoughts then went back to Ben and Charmcaster as they had crashed in the flaming inferno.

Nelson had been defeated; but she and Kevin had been well and captured and, since she didn't know how long the paralyzing effect lasted, she didn't know either if they would be able to escape at any point. She just had to hope that Ben, Charmcaster and Julie could take care of the Plumber threat on their own for a little bit.

**A/N: One more chapter before Part 2 ends and we go on to Part 3! **


	26. Chapter 25

**Chapter 25**

After disabling the robots, Charmcaster went back to flying after the free-falling ship with Ben and Darkstar still fighting in it. _Time to try something a little different_, Charmcaster decided to herself, and concentrating on what she wanted to do next, instead of flying up next to the door and opening it, she just flew through the wall instead.

Landing in the ship with a gasp, drained from the usage of power to fly *and* "ghost" through the ship walls, she saw that Darkstar and Diamondhead were still fighting. Diamondhead was actually putting up quite a fight; he had just thrown Darkstar against the ship walls, but the insane energy absorber man was getting back up quickly for another round. Diamondhead had a couple chips in his crystal armor; it was clear that Darkstar was putting up just as much of a fight.

"Charmcaster, get this ship stabilized!" Diamondhead yelled at Charmcaster, not even bothering to try and figure out how she'd just flown through the ship walls. Charmcaster nodded and made for the ship controls, but Darkstar yelled, "NO!" and hurled an energy bolt at her, hitting her directly in the back. She immediately felt a lot of her energy get sapped from her, as if Darkstar had stolen it by just hitting her with the energy bolt. She found now she barely could drag herself up to the ship's controls.

Charmcaster looked over to where Diamondhead and Darkstar were tussling, and grunted, "I... can't... do... it!" "You've got to!" Diamondhead yelled back at her. Spurred on, Charmcaster began to drag herself up, trying to reach the controls again, but at the moment Darkstar managed to get a hand free from his fight with Diamondhead and hit her again with another energy bolt. Charmcaster hit the floor again, her ears ringing now. At this point, there was little she could do.

"You fiend!" Diamondhead snarled, kicking Darkstar away, heading for the controls himself to try and stabilize the free-falling ship. Darkstar immediately got himself up and grabbed Diamondhead from behind, and hissed, "I don't think so," and then slammed an energy-filled hand directly over the Omnitrix icon on Diamondhead's chest. Grey creases began to spread across Diamondhead's chest as Darkstar stole his energy, and continued to force Diamondhead to rot at a highly accelerated rate.

Charmcaster managed to get herself to sit up at this point, and noticed what was happening, and screamed "BEN!" just before Diamondhead exploded. A flash of green light went off, and Darkstar was thrown backwards by the force. Ben then laid on the ground, unconscious. Darkstar stood up triumphantly, ready to make his next move. Charmcaster was unsure of what to do next; she had too little energy to fight back, and Ben was defenseless now.

However, Charmcaster did not have to figure that out, as at that point the spaceship hit Earth's atmosphere at full speed, and it only took a second for it to get set aflame. Charmcaster crawled over to Ben's side, and used the last of her energy to put a forcefield around them to protect them from the impending impact that was sure to come as the now flaming inferno rushed fast towards Earth's surface.

* * *

Julie floated in space, well away from the Plumber base, and looking down upon the general area of Earth where Charmcaster and Ben had crashed. If what Kevin and Gwen had said was true, and they had crashed at full speed, then she just hoped that they had adequately protected themselves to live. "But why would they have been free-falling towards Earth in the first place?" she asked herself.

Whatever the case, Julie hoped that they lived. What Nelson had suggested about her earlier had only been partially true. Yes, Kevin and Gwen were little at this point to her, but Ben wasn't all she cared about either. And if she was being honest with herself, that was only because of the connection that Ben had with Julie across the various realities and dimensions.

In truth, what she cared about now was ending the Plumbers, and keeping whoever could help her do so alive. At first, her only real purpose had been defeating Vilgax so the Earth could be free, and keeping Ben and his friends alive. She had sacrificed herself to let that happen. But after learning that she was just a pawn of the Plumbers, she wanted to make them pay for their crimes. Ben and Charmcaster were massive assets to her in that fight. Ben's abilities with his watch made him a worthy adversary for many. Charmcaster had developed such power that few could stand against.

Kevin and Gwen, on the other hand, were pretty useless to her at this point. Gwen may have been an Anodite, but she was a relatively weak one at that, and was nothing in the shadow of Charmcaster. Kevin was maybe useful for beating up mercenaries, but that was about it. When it came time for her to choose which group of two to protect first, the choice was pretty clear to her. Without Ben and Charmcaster, her war with the Plumbers wouldn't have much of a fight.

She then began to fly down to Earth, to make sure that they were okay, and then to plot their next move against the Plumbers. She suspected that they would probably want to rescue Gwen and Kevin first, although she was unsure if they could afford a move like that when the Plumbers were planning on ending the humans' life on Earth so they could replace them with another species. She would have to figure out a way to make them focus on the Plumbers first.

"I'm not a pawn anymore," Julie declared as she soared down towards Earth, "I play my own game."

* * *

Charmcaster fluttered her eyes open, trying to make sense of what was going on now. As she began to focus, she realized that they had crashed as expected and somehow survived. The forcefield had broken at the last second, so she hadn't expected to survive. She began to move herself, but she instantly felt a searing pain in her back. She still couldn't crawl very far, and she looked for Ben. He was collapsed in a heap not too far from her, still clearly unconscious.

"Ben! Wake up!" she whispered, unsure if Darkstar was still around or if the crash had managed to kill him. Ben was unresponsive for a moment, but then flickered his eyes open lightly, seemingly unable to get them open all the way. He glanced over at her, and whispered, "Charmcaster..." He struggled to get words out, but then his eyes flickered shut again and he didn't move.

It was at that point that Darkstar punched his way out of the wreckage as well, and stalked over in Ben and Charmcaster's direction. He glanced down at Ben's motionless body, and snatched it up. Ben didn't react, and when Darkstar placed his hand on Ben's wrist, he then smirked and commented, "No pulse." Then he tossed Ben's lifeless body over his shoulder, laughing, "Well, that was easier than I thought."

Charmcaster's blood went cold. _WHAT? _She couldn't believe it. Could it really be over that easily? Darkstar glanced down at her, smirking.

"Ben Tennyson is dead. And you are next."

**TO BE CONTINUED. **

**The first chapter of Part 3 will be up in a week! Keep watch! Enjoy the cliffhanger ;) **


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